Common use of Transfers of Shares Clause in Contracts

Transfers of Shares. Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, Stockholder (a) shall not cause or permit the Transfer (as defined below) of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under this Agreement with respect to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such security.

Transfers of Shares. Stockholder hereby agrees that, at all times during 5.1 The shares of the period commencing with the execution and delivery of this Agreement until the Expiration Date, Stockholder (a) New Company shall not cause or permit be transferred by any party without the Transfer (as defined below) prior written consent of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer other parties. 5.2 The shares of any Shares, and (b) the New Company shall not deposit (be encumbered or permit mortgaged by any party without the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention prior written consent of the obligations other parties. 5.3 If any party wishes to transfer all or part of Stockholder under this Agreement with respect its shares, it shall first offer said shares to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and other parties in accordance with this Agreement. It shall be a condition to any transfer of shares that the transferee shall agree in writing to be bound by the provisions of this Agreement. Any transfer not in accordance with the provisions of this Agreement shall be void. 5.4 Notwithstanding any provision of this Agreement to the contrary, Intact may transfer the Intact’s shares in the New Company to an Intact Affiliate, Allied may transfer the Allied’s shares in the New Company to a Allied Affiliate, and BMG may transfer the BMG’s shares in the New Company to a BMG Affiliate without the consent of the other Parties. 5.5 The board of directors of the New Company shall have the right to refuse to register in the New Company's shareholder register the shares belonging to any person or entity who owns such shares as a result of a transfer not in conformity with the provisions of this Agreement. 5.6 If any party hereto (hereinafter "Offering Shareholder") receives a bona fide third party offer to purchase any or all of its shares in New Company (hereinafter "Offered Shares"), the Offering Shareholder shall, before selling the Offered Shares to said third party, provide the other parties hereto all such information relating to the third party and its principals as the other parties hereto may reasonably request to the extent legally permissible and consistent with any contractual obligations of the disclosing party) as well as with reliable written evidence setting forth the price and other material terms and conditions of the proposed sale (the "Offer Price and Terms"), including but not limited to, written evidence that such offer is firm and irrevocable, provided that this Section 5.6 (including subsections 5.6.1 through 5.6.3) shall not apply to any offer to purchase all or substantially all of the assets of Intact, whether by merger, acquisition, change of control, stock purchase or otherwise. Upon receipt of all such requested information as well as the Offer Price and Terms in writing, the other parties hereto shall each have the option of purchasing said shares as follows: 5.6.1 If Intact is the Offering Shareholder, Allied shall have the right within thirty (30) days after its receipt of the Offer Price and Terms, (hereinafter "Option Period") to purchase all, but not less than all, of the Offered Shares at the Option Price and Terms by giving written notice to each other party within the Option Period specifying a date for the purchase being not more than thirty (30) days after the end of the Option Period. If Allied does not elect to purchase said shares and (a) the third party to which Intact intends to sell its shares is unacceptable to Allied, or (b) following the sale of such shares it would no longer be possible, in Allied’s opinion, for the New Company to successfully pursue the goals for which it was established, Allied shall have the option of terminating this Agreement and dissolving the New Company following written notice to Intact dispatched during the Option Period. If Allied fails to purchase the Offered Shares pursuant to this Article 5. 6.1 but does not exercise its right to dissolve the New Company, Intact shall have the right, within thirty (30) days following its receipt of written notice of Allied’s decision not to purchase said shares, or from the end of the Option Period, whichever is earlier, to sell all, but not less than all, of the Offered Shares at the Option Price and Terms to said third party offeror. This Section 5 shall not prevent or prohibit a the Parties from selling its own shares or transferring substantially all of the assets provided that such transfer does not impair the rights granted to the New Company under the License. 5.6.2 If Allied is the Offering Shareholder, Intact shall have the right within thirty (30) days after its receipt of Shares by Stockholder the Offer Price and Terms, (Ahereinafter "Option Period") to any member purchase all, but not less than all, of Stockholder's immediate family, or the Offered Shares at the Option Price and Terms by giving written notice to Allied within the Option Period specifying a trust date for the benefit purchase being not more than thirty (30) days after the end of Stockholder or any member of Stockholder's immediate familythe Option Period. If Intact does not elect to purchase said shares and (a) the third party to which Allied intends to sell its shares is unacceptable to Intact, or (Bb) upon following the death sale of Stockholder; provided howeversuch shares it would no longer be possible, that a transfer referred in Intact’s opinion, for the New Company to in this sentence shall be permitted only ifsuccessfully pursue the goals for which it was established, as a precondition such transfer, the transferee Intact shall have (i) duly executed a counterpart the option of terminating this Agreement and dissolving the New Company following written notice to Allied dispatched during the Option Period. If Intact fails to purchase the Offered Shares pursuant to this Article 5.6.2 above but Intact does not exercise its right to dissolve the New Company, Allied shall have the right, within thirty (30) days following its receipt of written notice of Intact’s decision not to purchase said shares or from the end of the Option Period, whichever is earlier, to sell all, but not less than all, of the Offered Shares at the Option Price and Terms to said third party offeror. 5.6.3 If BMG is the Offering Shareholder, both Allied and Intact (on a proxy in pro-rata basis unless the form attached hereto as Exhibit Aother parties elects to purchase less than its pro-rata share) shall have the right within thirty (30) days after its receipt of the Offer Price and Terms, (hereinafter "Option Period") to purchase all, but not less than all, of the Offered Shares at the Option Price and Terms by giving written notice to BMG within the Option Period specifying a date for the purchase being not more than thirty (ii30) agreed in writing days after the end of the Option Period. If Allied and/or Intact fails to hold purchase the Offered Shares pursuant to this Article 5.6.3 above, BMG shall have the right, within thirty (30) days following its receipt of written notice of Allied’s and Intact’s decision not to purchase said shares or from the end of the Option Period, whichever is earlier, to sell all, but not less than all, of the Offered Shares at the Option Price and Terms to said third party offeror. 5.7 The certificates representing the shares of the New Company shall each bear an inscription notifying third parties that such Shares, or such interest therein, shares are subject to all of the terms and conditions restrictions on transfer set forth in this Agreement. For purposes Agreement and that the transferee will be bound to the obligations of this Agreement, a person or entity shall be deemed to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such security.

Transfers of Shares. Stockholder hereby (a) The Shareholders acknowledge that the Estatutos restrict the Transfer of the Restricted Shares, and each Shareholder agrees that it shall not directly or indirectly Transfer any Restricted Shares unless such action shall have been effected in accordance with the terms of the Estatutos, the Transfer Agency Agreement and this Agreement. Each of the Shareholders agrees to provide the Transfer Agent with such certifications as the Transfer Agent may require, to give all notices as and to the Persons required by the Estatutos, the Transfer Agency Agreement and this Agreement and to cooperate with the Transfer Agent, in connection with the Transfer Agent’s discharge of its duties relating to the Restricted Shares pursuant to the Transfer Agency Agreement. (b) Each Shareholder agrees not to Transfer any Shares at any time if such action would (i) constitute a violation of any applicable securities laws or (ii) cause any Shares not to be exempt from registration under any such laws. (c) The Shareholders agree that, (i) as a condition precedent to any sale of any Restricted Shares to any proposed purchaser in accordance with paragraphs (b) through (d) of Article 15 of the Estatutos or to any Person in accordance with paragraph (g) of such Article, or any Transferring of any Restricted Shares to any proposed transferee in accordance with paragraphs (h) through (k) of such Article, such proposed purchaser, proposed transferee or other Person shall have executed an instrument causing such proposed purchaser, proposed transferee or other Person to become bound by this Agreement, substantially in the form of Exhibit F attached hereto (for purposes of this Section 3.1, an “Assumption Agreement”), and delivered such instrument to the Chairman of the Board of Directors of the Company, with a copy to the Series D Representative and the Transfer Agent, (ii) as a condition precedent to any public sale of Restricted Shares in accordance with paragraph (e) of Article 15 of the Estatutos, the selling Shareholder shall place such Restricted Shares in a manner designed to ensure, in the reasonable judgment of those Shareholders entitled to a right of first refusal to purchase such Shares, that no person or group will initially acquire in such placement more than 3% of the Company’s issued, subscribed and paid Shares, and any fees, costs or expenses of the Company in connection with such public sale and placement shall be for the account of such selling Shareholder, and (iii) as a condition precedent to any pledge of Restricted Shares to any financial or credit institution in accordance with paragraph (f) of Article 15 of the Estatutos, the “Pledgor” (as defined therein) shall have delivered to the Chairman of the Board of Directors, with a copy to the Series D Representative and the Transfer Agent, an agreement of the “Pledgee” (as defined therein) substantially in the form of Exhibit G attached hereto. (d) Each Shareholder agrees that, at all times during the period commencing except for this Agreement, any amendment hereto, any Assumption Agreement or any agreements or arrangements solely among CIB Shareholders or Inmex Shareholders, it shall not grant any proxy or enter into or agree to be bound by any voting trust with respect to any Shares nor enter into any agreement or arrangement of any kind with any Person with respect to any Shares inconsistent with the execution and delivery provisions of the Estatutos or this Agreement until (regardless of whether such agreement or arrangement is with any Shareholder or holder of Shares that is not bound by this Agreement), including agreements or arrangements with respect to the Expiration Dateacquisition, Stockholder (a) shall not cause disposition or permit the Transfer (as defined below) voting of any Shares, nor shall any Shareholder act, for any reason, as a member of a group or in concert with any interest other Person in connection with the Sharesacquisition, to be effected, disposition or discuss, negotiate or make any offer regarding any Transfer voting of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxymanner which is inconsistent with the provisions of this Agreement. (e) The Shareholders agree to cause the Corporate Secretary of the Company, or enter into any voting agreement or similar agreement or arrangement in contravention alternate therefor, subject to under the terms of the obligations Transfer Agency Agreement, to provide the Chairman of Stockholder under this Agreement the Board of Directors of the Company and the Series D Representative with respect full access to the Shares. Stockholder further agrees withCompany’s stock register maintained by the Transfer Agent, subject only to such ordinary and reasonable notice as the Transfer Agent may require and to the Transfer Agent’s normal business hours. (f) The Shareholders hereby agree that each stock certificate representing Restricted Shares shall bear endorsements in Spanish reading substantially as follows: (i) The shares represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, and covenants tomay not be transferred, Buyer that Stockholder shall not request that Parent register the Transfer sold or otherwise disposed of any certificate except pursuant to an effective registration statement or uncertificated interest representing any of the Shares, unless pursuant to an exemption from registration under such Transfer is made Act and in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and all other applicable securities laws. (ii) agreed in writing to hold such Shares, or such interest therein, The shares represented by this certificate are subject to all restrictions on transfer, certain other restrictions, certain rights of the shareholders of the Company to purchase such shares and certain other rights the terms and conditions of which are set forth in this Agreement. For purposes the Company’s By-Laws [for definitive certificates, add the following: reproduced on the reverse of this certificate] and the Service Agreement, a person or entity shall be deemed to dated June 21, 1993, between the Company and the Trustee Division of Banca Serfin, S.A. and the Shareholders Agreement dated as of June 21, 1993, as such Agreements may have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes been amended. No transfer of such security, any interest therein, or shares will be made on the economic consequences stock register of ownership the Corporation unless accompanied by evidence of compliance with the terms of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securityBy-Laws and Agreements.

Transfers of Shares. Stockholder hereby agrees that, at all times during 8.1 Subject to the period commencing provisions hereof and except with the execution and delivery prior written consent of the other Shareholder: 8.1.1 no transfer of any Shares shall be made by either Shareholder unless the provisions of this Agreement until the Expiration Date, Stockholder (a) shall not cause or permit the Transfer CLAUSE 8 and/or CLAUSE 8A are complied with (as defined belowapplicable) in respect of any Sharessuch transfer; and 8.1.2 no Shareholder shall otherwise sell, Encumber or otherwise dispose of the whole or any part of its shareholding or assign or otherwise purport to deal with the beneficial interest therein or any right in relation thereto (separate or not from the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (blegal interest) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention respect of the obligations of Stockholder under this Agreement with respect votes attached to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of its Shares. 8.2 No Shares shall be transferred to a third party before the Shares, unless such Transfer is made in compliance with this Section 5. From and after third anniversary of the date of this Agreement. 8.3 Subject to CLAUSE 8.2, through a Shareholder may transfer its Shares to a third party only if it receives an offer (the Expiration Date"OFFER"): 8.3.1 which is a bona fide Offer in writing; 8.3.2 from a third party which in the opinion of the Board is neither a competitor nor a member of a group of companies which is a competitor of the Group and which has its own financial resources to meet its obligations under the Offer or has an unconditional and legally binding commitment from a lender(s) for that finance; 8.3.3 which is irrevocable and unconditional except for any Permitted Condition; 8.3.4 which is for cash consideration only and which is for all of the Shares of the selling Shareholder; and 8.3.5 which contains all material terms and conditions (including the price and the intended completion date of the Offer). 8.4 If a Shareholder receives an Offer which it wishes to accept, Parent will it must immediately give written notice (the "TRANSFER Notice") to the other Shareholder (the "REMAINING SHAREHOLDER") offering to sell those Shares which are the subject of the Offer to the Remaining Shareholder at the Transfer Price and on terms which are no less favourable than those contained in the Offer. The Transfer Notice must also state: 8.4.1 the period within which the offer to sell the Shares to the Remaining Shareholder shall remain open to be accepted. This period must be at least 20 Business Days from the date of the Transfer Notice (the "ACCEPTANCE PERIOD"); and 8.4.2 full details of all other terms and conditions of the Offer. 8.5 For the purposes of this CLAUSE 8, the "TRANSFER PRICE" shall be the amount in cash which is the lower of: 8.5.1 the cash price as set out in the Offer; and 8.5.2 the Fair Value of the Shares which are the subject of the Offer. 8.6 Once the Remaining Shareholder has received a Transfer Notice it may either: 8.6.1 send a written notice to the selling Shareholder (an "ACCEPTANCE NOTICE") within the Acceptance Period accepting the offer set out in the Transfer Notice; 8.6.2 send a written notice to the selling Shareholder within the Acceptance Period declining the offer set out in the Transfer Notice; or 8.6.3 neither send an Acceptance Notice nor reply to the Transfer Notice within the Acceptance Period. In this case, the Remaining Shareholder shall be deemed not register to have accepted the offer set out in the Transfer Notice. 8.7 If the offer set out in the Transfer Notice is accepted, the selling Shareholder must sell its Shares to the Remaining Shareholder. If the offer set out in the Transfer Notice is not accepted or otherwise recognize not deemed to have been accepted, the transfer (book-entry or otherwise) selling Shareholder may accept the Offer and sell its Shares to the third party making the Offer on the terms and conditions of any the Offer. 8.8 The sale of the Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5CLAUSE 8 shall be made on the following terms: 8.8.1 if any of the Permitted Conditions to the Acceptance Notice or the Offer is not satisfied or waived 20 Business Days or, in the case of a regulatory approval, 40 Business Days, after service of the Acceptance Notice or acceptance of the Offer, then that Notice or that Offer, as appropriate, shall lapse. This Section 5 Otherwise, completion of the transfer of the Shares shall be completed seven Business Days after the date of expiry of the Acceptance Period or the date of satisfaction or waiver of all Permitted Conditions (whichever is the later) (the "TRANSFER DATE") and at such reasonable time and place as the Shareholders agree or, failing which, at the registered office of the Company; 8.8.2 the selling Shareholder must deliver to the purchaser in respect of the Shares which it is selling on or before the Transfer Date: (a) duly executed instruments of transfer and bought and sold notes; (b) the relevant share certificates; and (c) a power of attorney in such form and in favour of such person as the purchaser may nominate to enable the purchaser to exercise all rights of ownership in respect of the Shares to be sold including voting rights; 8.8.3 the purchaser must pay the total consideration due for the Shares to the selling Shareholder by bankers' draft or in immediately available funds by transfer of funds for same day value to the selling Shareholder's bank account notified to it for the purpose on the Transfer Date; and 8.8.4 the sale of Shares shall be made in accordance with CLAUSE 11. 8.9 If the selling Shareholder fails or refuses to comply with its obligations in this CLAUSE 8, the Company may authorise a person to execute and deliver the necessary transfer on its behalf. The Company may receive the purchase money in trust for the selling Shareholder and cause the purchaser to be registered as the holder of the Shares being sold. The receipt of the Company for the purchase money shall be a good discharge to the purchaser (who shall not prohibit a be bound to see to the application of those moneys). After the purchaser has been registered as holder of the Shares being sold in purported exercise of these powers, the validity of the proceedings shall not be questioned by any person. 8.10 The Shareholders shall keep the Company informed, at all times, of the issue and contents of any notice served pursuant to this CLAUSE 8 and any election or acceptance relating to those notices. 8.11 The foregoing provisions of this CLAUSE 8 shall not apply to the transfer of Shares by Stockholder (A) a Shareholder to any member of Stockholder's immediate familyits majority-owned Affiliated Company, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) provided that upon the death transferee ceasing to be a majority-owned Affiliated Company of Stockholder; provided howeverthe transferor Shareholder, that a transfer referred to in this sentence the Shares shall be permitted only if, as a precondition such transfer, re-transferred to the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securitytransferor Shareholder immediately.

Transfers of Shares. Stockholder hereby agrees that10.1 Subject to compliance with Clauses 10.2, at all times during 11, 13, 14 and 15 and Applicable Law, an AHG Shareholder may Transfer any Securities and the period commencing with Company and the execution and delivery of this Agreement until the Expiration Date, Stockholder (a) Board shall not cause refuse the registration or permit recognition of the Transfer (as defined below) of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) Securities by any Shares AHG Shareholder if such Transfer is in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under accordance with this Agreement with respect and the Articles of Association provided that, that notwithstanding any other provision of this Agreement, the Board shall be entitled to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent reject to register the Transfer of any certificate or uncertificated interest representing Securities by an AHG Shareholder to an Ineligible Person; provided that the Board shall not be entitled to reject to register the Transfer of any of the SharesSecurities by an AHG Shareholder to a Competitor, unless if such Transfer is made carried out in compliance accordance with this Section 5. From Clause 15. 10.2 The provisions of Clauses 11 and after 13 hereof shall not apply to: 10.2.1 the creation of any Encumbrance over all or any portion of the Shares Beneficially Owned by an AHG Shareholder (or its Affiliate) (a “Financing Shareholder” and such Shares, the “Pledged Shares”), in one or several transactions, as collateral or security in respect of any bona fide margin loan(s), other extension(s) of credit or hedging and/or monetization equity derivative transaction(s) that has been notified in writing by the relevant Financing Shareholder to each other AHG Shareholder (other than in relation to any ordinary course of business prime brokerage or similar financing arrangement relating to the Shareholders’ assets as a whole, where such notice requirement shall not apply) (each, a “Permitted Financing”) between a Financing Shareholder (or its Affiliate) and a financing provider that is not an AHG Shareholder or an Affiliate of an AHG Shareholder (the “Permitted Pledgee”); and 10.2.2 any appropriation of the Pledged Shares by the Permitted Pledgee for its own account upon a foreclosure and/or any direction of voting rights attached to the Pledged Shares by the Permitted Pledgee following an event of default (however defined) under the Permitted Financing, provided that the Permitted Pledgee shall not be required to enter into a Deed of Adherence as an AHG Shareholder until and unless such appropriation or direction has occurred (and for the avoidance of doubt, the Permitted Pledgee is not required to enter into a Deed of Adherence upon the creation of any Encumbrance over the Pledged Shares or solely due to the occurrence of an event of default under any Permitted Financing and/or the resulting ability of the Permitted Pledgee to direct the disposition of the Pledged Shares upon a foreclosure pursuant to the terms of the Permitted Financing or Applicable Law). 10.3 Any Transfer of the Pledged Shares by or on behalf of the relevant Financing Shareholder to a party other than the Permitted Pledgee upon a foreclosure thereon following an event of default under any Permitted Financing shall be subject to, and shall comply with, Clauses 11, 13, 14 and 15 hereof (including the requirement to enter into a Deed of Adherence pursuant to Clause 11.2). 10.4 Each relevant Party warrants to each other Party on the date of this Agreement, through Agreement that the Expiration Date, Parent will Permitted Pledgee is not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust an Ineligible Person for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart purposes of this Agreement and a proxy such warranty is deemed repeated by each Party on each day after the date hereof until the earlier of: (i) the day such Party ceases to hold an interest in the form attached hereto as Exhibit A, any Shares; and (ii) agreed in writing this Agreement is otherwise terminated, by reference to hold the facts and circumstances existing on each such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securitydate.

Transfers of Shares. Stockholder hereby Each of the Investor Stockholders agrees thatthat he, at all times she or it will not, during the period commencing with the execution and delivery of this Agreement until the Expiration DateLock-up Period, Stockholder (ai) shall not cause lend; offer; sell; contract to sell; sell any option or permit the Transfer (as defined below) of contract to purchase; purchase any Sharesoption or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, in each case whether effected directly or indirectly, any interest in the SharesLock-up Shares Beneficially Owned by such Investor Stockholder, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (bii) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement swap or similar agreement other arrangement that transfers to another, in whole or arrangement in contravention of the obligations of Stockholder under this Agreement with respect to the Shares. Stockholder further agrees withpart, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security securities, whether any such transaction described in clause (i) or (ii) enters above is to be settled by delivery of Lock-up Shares or other securities, in cash, or otherwise or (iii) publicly announce the intention to effect any of the transactions covered in clauses (i) and (ii) above; provided, that nothing herein shall prohibit any Investor Stockholder from (A) pledging any Company Shares in connection with such Person’s entry into an agreementa credit facility or any other bona fide borrowing or similar lending arrangement, contract or commitment providing which shall include margin loans; provided, further, that for the sale ofavoidance of doubt, making any short sales ofpledgee who receives Company Shares following the exercise of remedies shall not be subject to the restrictions set forth in this Section 3 or (B) transferring any Lock-up Shares as a distribution or transfer to general partners, pledge oflimited partners, lending ofmembers or stockholders of the Investor Stockholder, encumbrance ofor to any corporation, equity swap partnership, limited liability company, investment fund or hedging ofother entity which controls or manages or is controlled or managed by the Investor Stockholder, grant or to any Affiliate under common control or management with the Investor Stockholder; provided that (1) each such transferee agrees to be bound in writing by the restrictions set forth herein, (2) any such transfer shall not involve a disposition for value and (3) no public filing or public disclosure shall be required or voluntarily made during the Lock-up Period in connection with any such transfer (other than required filings under Section 13(d) or 13(g) or Section 16 of an option the Exchange Act). The Investor Stockholders also agree and consent to the entry of stop transfer instructions with respect to, the Company’s transfer agent and registrar against the transfer of or disposition of such security, any interest therein or Lock-up Shares except in compliance with the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securityforegoing restrictions.

Transfers of Shares. Stockholder hereby agrees that, at all times during Any Transfer shall be made in compliance with Section 1(c) below unless such Transfer is pursuant to the period commencing with following ("Permitted Transfers"): (i) a Public Offering or Public Company Merger; (ii) a Sale of the execution and delivery Company; (iii) a Family Transfer; (iv) Transfers pursuant to Section 3 of this Agreement until Agreement; or (v) Transfers among the Expiration DateFounders. 2 (c) First Refusal Rights. Prior to making any Transfer other than a Permitted Transfer, Stockholder such Shareholder (athe "Selling Shareholder") shall not cause or permit give written notice of such Transfer (the "Sale Notice") to the other Shareholders (the "Other Shareholders") and the Company. The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of Shares to be transferred ("Transfer Shares") and the terms and conditions of the proposed Transfer. No Shareholder shall consummate any Transfer until five (5) days after the termination of the First Purchase Period (as defined below) and, if applicable, the Second Purchase Period (as defined below) (the "Authorization Date"). The Other Shareholders shall have priority over the Company in purchasing the Transfer Shares and may elect to purchase all or any portion of any the Transfer Shares upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election ("Purchase Notice") to the Selling Shareholder within fifteen (15) days after the Sale Notice has been given to the Other Shareholders and the Company (the "First Purchase Period"). If the Other Shareholders elect to purchase in the aggregate more than the number of Transfer Shares, or any interest the Other Shareholders who delivered a Purchase Notice shall have the right to purchase the number of Transfer Shares which is in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under this Agreement with respect same proportion to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register total number of Transfer Shares as the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer number of Shares owned by Stockholder (A) such Shareholder bears to any member the total number of Stockholder's immediate family, or Shares owned by all the Other Shareholders who delivered a Purchase Notice. If the Other Shareholders have not elected to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to purchase all of the Transfer Shares, the Selling Shareholder shall deliver a Sale Notice to the Company (the "Second Notice"), which shall state the number of Transfer Shares which the Other Shareholders have not elected to purchase (the "Remaining Shares"). The Company may elect to purchase all of the Remaining Shares upon the same terms and conditions as those set forth in this Agreementthe Sale Notice by delivering a Purchase Notice to the Selling Shareholder within fifteen (15) days after the Second Notice has been given to the Company (the "Second Purchase Period"). For purposes If neither the Company nor the Other Shareholders elect to purchase all of the Transfer Shares, the Selling Shareholder may transfer the Transfer Shares at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any Transfer Shares not transferred within such 60-day period will be subject to the provisions of this Agreement, a person or entity shall be deemed to have effected a "Section 1(c) upon subsequent Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such security.

Transfers of Shares. Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, Stockholder (a) shall not cause or permit Until the Transfer earlier of (as defined belowi) the third anniversary of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, Effective Time and (bii) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention time when EControls Group and Xxxxxx Group no longer collectively own at least 10% of the obligations of Stockholder under this Agreement with respect to Shares (the Shares. Stockholder further agrees with“Transfer Restriction Period”), and covenants to, Buyer that Stockholder neither Founder Entity shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any its Shares or any certificate or uncertificated interest representing any Common Units (collectively, “Restricted Securities”) without the prior written consent of Stockholder's Sharesthe other Founder Entity, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) in the case of Transfers to such Founder Entity’s Affiliate (including, in the case of any Founder Entity that is an entity, any distribution by such Founder Entities’ members, partners or shareholders (the “Member Owners”), and any related distributions by the Member’s Owners to their respective members, partners or shareholders) and (B) in the case of Transfers by the members, partners or shareholders of a Founder Entity to any member of Stockholder's immediate family, or to a trust for its Family Group (the benefit of Stockholder or any member of Stockholder's immediate family, or transferees in clauses (A) and (B) upon each a “Permitted Transferee”), (C) in connection with a proposed Tag Along Sale, (D) pursuant to such Founder Entity’s rights under the death of Stockholder; provided however, that a transfer referred Registration Rights Agreement or (E) for bona fide hedging purposes not intended to circumvent the restrictions contained in this sentence shall be permitted only ifSection 3 (a “Hedging Transaction”). (b) Any Permitted Transferee that after the Effective Time acquires Restricted Securities from a Founder Entity, other than in connection with a Public Offering, brokers transactions (within the meaning of Section 4(4) of the Securities Act (a “Brokers’ Transaction”)) or Hedging Transactions, shall, as a precondition condition precedent to the Transfer of such transferRestricted Securities to such Transferee, the transferee shall have (i) duly executed become a counterpart of party to this Agreement by completing and executing a proxy signature page hereto (including the address of such party), (ii) represent in writing to the form attached hereto Company that such Transfer was made in accordance with Applicable Law, and execute all such other agreements or documents as Exhibit Amay reasonably be requested by the Company (which may include such other representations and warranties made by the Transferee to the Company as shall be reasonably requested by the Company), (iii) ensure with the transferring stockholders that any regulatory authorizations needed in connection with such Transfer are duly obtained, and (iiiv) agreed deliver such signature page and, if applicable, other agreements and documents to the Company at its address specified in writing to hold Section 4.11. Any Permitted Transferee shall, upon its satisfaction of such Sharesconditions and acquisition of Restricted Securities, or such interest therein, subject to all be a member of the terms and conditions set forth in this Agreement. For Founder Entity from which it received Restricted Securities for all purposes of this Agreement, a person . (c) Any Transfer or entity attempted Transfer of Restricted Securities in violation of any provision of this Agreement shall be deemed to have effected a "Transfer" of a security if such person or entityvoid, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or and the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securityCompany shall give no effect thereto.

Transfers of Shares. Stockholder hereby agrees thatGeneral restriction on transfers 19.1 Notwithstanding any other provisions of this Agreement: 19.1.1 no Shares nor any interest therein or in respect thereof shall be Transferred to, at all times during conferred upon or become vested in any person other than the period commencing transfer of the whole legal and equitable title to such Shares carried out in accordance with this Agreement and the Articles; and 19.1.2 no Shareholder shall Transfer, or agree to Transfer, any Shares nor any interest therein or in respect thereof without the prior written consent of the other Shareholders unless to a Permitted Affiliate in accordance with Clauses 19.4 to 19.6 (Transfer to Permitted Affiliates), or in accordance with the execution relevant provisions of Clause 20 (Right of First Refusal), Clause 21 (Tag Along Rights), Clause 22 (Liquidity Event), Clause 23 (Qualified IPO) and delivery of this Agreement until the Expiration Date, Stockholder Clause 24 (aDrag Sale) shall not cause or permit the Transfer (as defined below) of and any Sharessuch act, or any interest in the Shares, to be effected, other dealing or discuss, negotiate attempted dealing or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under this Agreement with respect to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) disposal of any Shares or any certificate interest therein or uncertificated interest representing any of Stockholder's Sharesin respect thereof, except other than as so permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed of no effect, and shall not be enforceable towards the Company, the Company shall not recognise such Transfer, and the Shareholders and the Supervisory Board shall not give effect to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes Transfer nor record such Transfer in the Company's securities registers nor treat any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes purported transferee of such security, any interest therein, or Shares as the economic consequences of ownership owner of such security Shares for any purpose whatsoever. 19.2 Neither Yandex nor Uber shall Transfer any of its Shares (or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or in respect thereof), save to a Permitted Affiliate in accordance with Clauses 19.1 to 19.5 (Transfer to Permitted Affiliates), during the economic consequences Lock-Up Period without the prior written consent of ownership Yandex or Uber (as the case may be). No other Shareholder shall Transfer any of such securityits Shares (or any interest therein or in respect thereof), other than save to a Permitted Affiliate in accordance with Clauses 19.1 to 19.5 (Transfer to Permitted Affiliates), at any such actions pursuant to which such person or entity maintains all voting rights with respect to such securitytime without the prior written consent of Yandex and Uber.

Transfers of Shares. Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, Stockholder (a) shall not cause or permit Until the Transfer (as defined below) earlier of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under this Agreement with respect to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart the second anniversary of this Agreement and a proxy in the form attached hereto as Exhibit A, Effective Time and (ii) agreed the time when the Cattxxxxx Xxxestor and the PSP Investor no longer collectively own at least 25% of the Shares (the "Transfer Restriction Period"), no Sponsors shall Transfer any of its Shares without the prior written consent of the Cattxxxxx Xxxestor and the PSP Investor, except (A) in the case of Transfers to such Sponsor's Affiliate (a "Permitted Transferee"), (B) in connection with a proposed Tag Along Sale, (C) pursuant to such Sponsor's rights under the Registration Rights Agreement or (D) for bona fide hedging purposes not intended to circumvent the restrictions contained in this Section 3 (a "Hedging Transaction"). (b) Any Transferee (including any Permitted Transferee) that after the Effective Time acquires Shares from a Sponsor, other than in connection with a Public Offering, brokers transactions (within the meaning of Section 4(4) of the Securities Act (a "Brokers' Transaction")) or Hedging Transactions, shall, as a condition precedent to the Transfer of such Equity Securities to such Transferee, (i) become a party to this Agreement by completing and executing a signature page hereto (including the address of such party), (ii) represent in writing to hold the Company that such Transfer was made in accordance with Applicable Law, and execute all such other agreements or documents as may reasonably be requested by the Company (which may include such other representations and warranties made by the Transferee to the Company as shall be reasonably requested by the Company), (iii) ensure with the transferring stockholders that any regulatory authorizations needed in connection with such Transfer are duly obtained, and (iv) deliver such signature page and, if applicable, other agreements and documents to the Company at its address specified in Section 4.12. Such Person shall, upon its satisfaction of such conditions and acquisition of Shares, or such interest therein, subject to be a Sponsor for all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person . (c) Any Transfer or entity attempted Transfer of Shares in violation of any provision of this Agreement shall be deemed to have effected a "Transfer" of a security if such person or entityvoid, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or and the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securityCompany shall give no effect thereto.

Transfers of Shares. Stockholder hereby 3.11.1 Subject to Section 3.11.2, each transfer of Shares to a new or existing Party requires the prior approval of the Manager. Each Shareholder acknowledges and agrees that, at all times during that the period commencing with Shareholders Meeting or the execution and delivery of this Agreement until the Expiration Date, Stockholder (a) Manager shall not cause or permit approve any transfer of Shares pursuant to which a Shareholder will hold less than 250 Shares. Any expenses incurred by the Transfer (as defined below) Company in connection with a transfer of any Shares, or any interest in Shares shall be borne by the parties transferring the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention . 3.11.2 The obligations which each of the obligations of Stockholder Shareholders assume under this Agreement with respect to the Sharesare also assumed by such Shareholders on behalf of their legal successors under universal or particular title. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any Each of the SharesShareholders hereby undertakes vis-à-vis the other Shareholders and the Company not to transfer the Shares held by that Shareholder, unless such Transfer is made not even if that transfer occurs in compliance accordance with this Section 5. From and after the date provisions of this Agreement, through without having ensured first that the Expiration Dateparty acquiring those Shares has undertaken to assume unconditionally the obligations which the party transferring those Shares has under this Agreement, Parent will including, but not register limited to the obligation to make Capital Contributions pursuant to a Capital Call. A third party purchaser of a Shareholder’s Shares must become bound by the terms of this Agreement concurrently with the purchase of such Shares and execute a Deed of Adherence. 3.11.3 A Shareholder shall not encumber its Shares with pledges, usufructs or otherwise recognize the transfer (book-entry other limited rights and shall not issue any depositary receipts for Shares. In addition, if any prejudgment or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's executory attachment is made on a Shareholder’s Shares, except as permitted bysuch Shareholder shall ensure that this attachment is lifted within 30 days after it was made. 3.11.4 Notwithstanding the other provisions in this Agreement, and in accordance with this Section 5. This Section 5 the Manager shall not prohibit a approve every transfer of Shares by Stockholder (A) to any member an Affiliate of Stockholder's immediate familysuch a Shareholder, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have provided (i) duly executed a counterpart the Affiliate has confirmed to the Manager's satisfaction that it shall be bound by all conditions and provisions of this Agreement Agreement, satisfied all KYC and a proxy in AML requirements as stipulated by the form attached hereto as Exhibit A, Manager from time to time and has accepted all of its predecessor’s rights and obligations and (ii) agreed the Shareholder transferring its Shares shall remain a Party to this Agreement and shall be jointly and severally liable (in writing addition to hold such Sharesthe Affiliate) for all obligations which the Affiliate has under or as a result of this Agreement. 3.11.5 The Manager nor the Company are regulated in any country. The Manager qualifies as a Dutch manager of an investment institution under the Financial Markets Supervision Act (“FMSA”, or such interest thereinWet op het financieel toezicht). The Manager is, subject to certain conditions, excluded from article 2:65 FMSA, under article 2:66a FMSA. The Shares have not been registered under the laws of any jurisdiction and each Shareholder acknowledges and agrees that it will not transfer all or any portion of the terms Shares unless such transfer has been registered or is exempt from registration under the applicable securities laws. Each Shareholder acknowledges and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "Transfer" of a security agrees further that if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition Shares is to be made, the Company may require an opinion of counsel reasonably satisfactory to it that such security, any interest therein or the economic consequences of ownership of such security, other than any such actions transfer may be made pursuant to which such person an exemption or entity maintains all voting rights with respect to such securityotherwise under the applicable laws.

Transfers of Shares. Stockholder hereby agrees that(a) Each Holder, at who is not in default under the provisions of this Agreement, shall have the right, subject to Section 8.4 and 8.5 and subject to compliance with Section 9.1(b) and the applicable provisions of all times during Laws, but without the period commencing with consent of the Family Representatives, to transfer all or any of his Shares to the Principal of the Family Group of which such Holder is a member and/or to any Member or Members of the Immediate Family of such Principal. (b) No Transfer referred to in Section 9.1(a) shall be permitted or be valid until (i) notice thereof has been given by such Holder to the Family Representatives and (ii) the Principal and/or the Member or Members of his/her Immediate Family who is to acquire such Shares has become a party to this Agreement, by execution and delivery of this Agreement a written assumption agreement in form and substance satisfactory to the Family Representatives, acting reasonably, and if the Transferee includes a Permitted Corporation or a Permitted Trust, until the Expiration Date, Stockholder (a) shall not cause or permit the Transfer (as defined below) registered and beneficial shareholders of any Sharessuch Permitted Corporation, or any interest in the Sharestrustees of such Permitted Trust, as applicable, have become parties to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under this Agreement with respect to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through by execution and delivery of a written assumption agreement in form and substance satisfactory to the Expiration DateFamily Representatives, Parent will not register acting reasonably, at which time such Principal and/or Member or otherwise recognize the transfer (book-entry or otherwise) Members of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence his/her Immediate Family shall be permitted only if, as a precondition such transfer, entitled to all the transferee shall have (i) duly executed a counterpart of this Agreement rights and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes obligations of this Agreementthe Holder, a person or entity shall be deemed to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securityShares. (c) Notwithstanding any Transfer permitted by Section 9.1(a) as between the Holder of such Shares and the other Parties, the Holder shall remain liable as principal obligor under all covenants on his part contained herein and the Holder hereby unconditionally and irrevocably guarantees to the other Parties, the due performance by each transferee that acquires Shares of all of such transferee’s obligations under this Agreement. This guarantee is unconditional and may be enforced against the Holder without requiring the other Parties first to proceed against such transferee or to proceed against or exhaust any security held or to pursue any other remedy whatsoever. Such Holder hereby authorizes the other Parties to renew, compromise, extend, accelerate or otherwise change the time for payment, or any term relating to the performance, of any obligations of such transferee under this Agreement and no such action shall release such Holder from, or otherwise lessen the obligation of such Holder under, the within guarantee and such Holder hereby waives demand for performance and notice of acceptance of this guarantee by the other Parties.

Transfers of Shares. Each Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, such Stockholder (a) shall not cause or permit the Transfer (as defined below) of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of such Stockholder under this Agreement with respect to the Shares. Each Stockholder further agrees with, and covenants to, Buyer Merger Sub that such Stockholder shall not request that Parent the Company register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent the Company will not register or otherwise recognize the transfer Transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's the Stockholders’ Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer Transfer of Shares by any Stockholder (A) to any member of such Stockholder's ’s immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder's ’s immediate family, (B) to any subsidiary, parent, general partner, limited partner, retired partner, member or retired member of the Stockholder or (BC) upon the death of such Stockholder; provided however, that a transfer Transfer referred to in this sentence shall be permitted only if, as a precondition of such transferTransfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit AB, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "“Transfer" ” of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such security.

Transfers of Shares. The Trustee may sell, pledge, encumber or otherwise transfer or agree to transfer (a “Transfer”) the Shares only as and when directed by the Stockholder hereby agrees thatand, at all times during following receipt of written instructions from the period commencing with Stockholder, shall Transfer the execution and delivery of this Agreement until the Expiration DateShares as so directed; provided, Stockholder however, (a) shall the Trustee may not cause Transfer any Shares to any person prior to the one year anniversary of the date hereof, except (i) with the Company’s prior written consent (not to be unreasonably withheld, conditioned or permit delayed), (ii) in connection with a transaction previously approved by the Transfer Company’s stockholders or (iii) to any U.S. federal governmental authority that agrees, as defined below) a condition to the effectiveness of any Shares, or any interest in the Sharessuch Transfer, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under this Agreement with respect to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares bound by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions of this Trust Agreement, and in each case in compliance with the conditions set forth in Section 5(b) and 5(c); (b) after the one year anniversary of the date hereof, the Trustee may not Transfer any Shares to any person except: (i) to any person that, following such Transfer, would beneficially own Shares equaling no more than 19.99% of the shares of Common Stock; provided, however, that any amount of Shares may be transferred to one or more securities intermediaries in furtherance of an underwritten public offering or other distribution of the Shares in which the securities intermediaries agree not to resell the Shares to any person that, following the sale, would be the beneficial owner of more than 19.99% of the shares of Common Stock; (ii) to any person as previously approved by the Company’s stockholders; (iii) to any U.S. federal governmental authority that agrees, as a condition to the effectiveness of such Transfer, to be bound by all of the terms and conditions of this Trust Agreement; and (c) in all cases, transfer of Shares may only be effected by delivery to the Trustee of a written instruction from the Stockholder, countersigned by the transferee, and, at the Trustee’s request, an Official Certificate of the Stockholder, in each case delivered to the Trustee and stating that such transfer is permissible under this Trust Agreement and applicable securities laws. The written instruction of the Stockholder shall be determinative as to all matters of fact, including the beneficial ownership of the Shares following the Transfer, and the Stockholder and counsel of Stockholder shall be entitled to rely without investigation on the written representations of transferees and securities intermediaries with respect thereon. The Trustee shall be entitled to conclusively rely without investigation on written instructions of the Stockholder and any opinion of Stockholder’s counsel and any other written notice, document, instruction or request delivered by the Stockholder or the Company believed by it to be genuine and to have been signed by an Authorized Representative(s) of the Stockholder or the Company, as applicable, without inquiry and without requiring substantiating evidence of any kind and the Trustee shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. It is understood and agreed that the Trustee shall not be responsible for determining the conditions to transfer of any Shares hereunder. Upon completion of any permitted Transfer set forth in this Agreement. For purposes of Section 5, the Shares so transferred will no longer be subject to this Trust Agreement, except for any Shares transferred to a person United States federal governmental authority pursuant to Section 5(a)(iii) or entity Section 5(b)(iii). Except as provided above, the Trustee shall not Transfer any Share and any transfer of Shares in violation of the foregoing shall be deemed null and void. The Trustee shall promptly execute each Transfer duly requested by the Stockholder; provided the Trustee has received the written instruction and, if requested, the Official Certificate referred to have effected a "Transfer" above; and provided further that the Trustee shall in no event be required to receive any consideration for such Transfer of a security if such person Shares, which consideration shall be paid directly to the Stockholder or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securityits designee.

Transfers of Shares. Stockholder hereby agrees that(a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, at bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all times during necessary actions so that each transferee or successor to whom or to which the period commencing with Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of this Agreement an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the Expiration Date, Stockholder (a) shall not cause or permit the Transfer (as defined below) of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under this Agreement with respect transferee is admitted to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except Trust as permitted by, and a substituted Shareholder in accordance with this Section 59.1. This Section 5 shall not prohibit a Any transfer of Shares by Stockholder permitted under this Section 9.1 will be effected in accordance with the provisions of Section 9.1 hereof. Pursuant to Section 6.9 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 9.1. (Ab) to Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any member Affiliated Person of Stockholder's immediate familythe Trust, the Trustees, the Trust’s investment advisor, any sub-advisor of the Trust and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or to a trust for the benefit of Stockholder other expenses incurred in investigating or defending against any losses, claims, damages, lxxxxxxxxxx, costs and expenses or any member judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of Stockholder's immediate family, or arising from (B1) upon any transfer made by the death of Stockholder; provided however, that a transfer referred to Shareholder in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart violation of this Agreement and a proxy in the form attached hereto as Exhibit A, Section 9.1 and (ii2) agreed any misrepresentation by the transferring Shareholder or substituted Shareholder in writing connection with the transfer. Pursuant to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this AgreementSection 3.8 hereof, a person or entity shall Shareholder transferring Shares may be deemed to have effected a "Transfer" of a security if such person or entitycharged reasonable expenses, directly or indirectly: (i) sellsincluding attorneys’ and accountants’ fees, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option incurred by the Trust in connection with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securitytransfer.

Transfers of Shares. Stockholder hereby agrees A. Subject to applicable laws and pursuant to the right of first offer set forth in Section C, below the Family Trust and ATTI shall have the right to freely transfer their “AA” Shares. Furthermore, nothing shall restrict the ability of a shareholder to: (i) convert any or all of its AA Shares to “L” shares in accordance with the by-laws and to transfer or sell the “L” shares and provided further that the Family Trust and ATTI shall, subject to any limits as to percentages provided for by the by-laws, insure sufficient “L” Shares are available to allow any of the Family Trust and ATTI to convert AA Shares to “L” Shares upon request of the Party seeking to convert; or (ii) the ability of a Shareholder to create or permit to exist any pledge, lien, or other encumbrance over any AA Shares held by that Shareholder (a “Lien”), or to agree, conditionally or otherwise, to do any of the foregoing (and for the purposes of this article “dispose” shall be deemed to exclude items (i) and (ii) above), provided further that, at all times during to be valid any such Lien should provide that, in case of any disposition of the period commencing with AA shares, the execution and delivery right of first offer to the other Shareholder is fully complied with. B. Notwithstanding the right of first offer provision set forth below, a Shareholder may transfer any of its “AA” Shares to an Affiliate of the transferring Shareholder who agrees in writing to be bound by the provisions of this Agreement. Affiliate as used in this Agreement until shall mean, as to any person, any other person that controls, is controlled by or is under common control with such person. For purposes of this definition the Expiration Dateterm “control” of a person shall mean the possession, Stockholder (a) direct or indirect, of the power to vote 51% or more of the voting stock of such person or the direct or cause the direction of the management and policies of such person or to direct or cause the direction of the management and policies of such person, whether through the ownership of such voting stock, by contract or otherwise. C. Save for transfers permitted under paragraphs A and B, the Parties grant each other the following right of first offer: a. if ATTI desires to sell or otherwise dispose of any of its “AA” Shares, it shall not cause give the Family Trust a right of first offer for the purchase of any such “AA” Shares, in the terms described below. b. If the Family Trust desires to sell or permit otherwise dispose of any of its “AA” Shares it shall give ATTI a right of first offer for the purchase of a number of “AA” Shares up to an amount that is equal to the number of “AA” Shares that ATTI holds, directly or through the Trust, as of the date of the Transfer Notice (as defined below) of any Shares, or any interest in the terms described below. For the avoidance of doubt, the Parties hereto expressly acknowledge and agree that if ATTI exercises its right of first offer, it will be able to double the amount of “AA” Shares that it holds as of the date of the Transfer Notice (as defined below) and that all of the remaining Family Trust’s “AA” Shares which exceed the number of “AA” Shares that ATTI holds, through the Trust, as of that date are not subject to any first offer right or other limitation and thus are freely transferable. If any of the Parties desire to sell or otherwise dispose of its “AA” Shares (“Seller”), the Seller shall give notice to the other Shareholder in writing (“Transfer Notice”) of such desire together with details of the purchase price and other material terms requested by the Seller. A Transfer Notice shall, except as hereinafter provided, be irrevocable. A Transfer Notice shall be limited to the “AA” Shares subject to the right of first offer described in paragraphs a and b above, as the case may be. D. On receipt of the Transfer Notice, the other Shareholder (“Continuing Shareholder”) shall have the right to purchase, in aggregate, all (but not some only) of the Seller’s AA Shares that are subject to the right of first offer and being sold at the purchase price specified in the Transfer Notice. If ATTI is prohibited by Mexican Law from purchasing all of the Seller’s “AA” Shares that are subject to the right of first offer ATTI shall have the right to purchase Seller’s AA Shares through a third party, trust or other entity legally allowed to hold AA Shares, to be effectedthe extent it is permitted by Mexican Law. E. The Transfer Notice will invite the Continuing Shareholder to give written notice (“Acceptance Notice”) to the Seller within thirty (30) days (for the purposes of this Agreement the term “days” shall mean calendar days) of receipt of the transfer notice (“Acceptance Period”) whether it is willing to purchase all of the Seller’s AA Shares subject to the right of first offer. For the avoidance of doubt, the Acceptance Notices from the Continuing Shareholder must account for the purchase and sale of all of the Seller’s AA Shares subject to the right of first offer and being sold. F. The Continuing Shareholder shall become bound (subject only to any necessary approvals of its shareholders in general meeting and/or of its Board or discuss, negotiate or make any offer regarding any Transfer of any Sharescompetent regulatory authorities, including anti-trust commissions or entities in any required jurisdiction) to purchase the Seller’s Shares on giving the Acceptance Notice. In such event, completion of the sale and purchase of the Seller’s Shares shall take place sixty (b60) days after the latter of the giving of such notice or, after the obtaining of necessary approvals of any competent governmental, regulatory or other authorities (including, without limitation, the approval of any governmental, regulatory or other authorities which have jurisdiction over any tangible or intangible asset in which AMX may at the relevant time be directly or indirectly interested). Notwithstanding the foregoing, such notice and right of the Continuing Shareholders to acquire the Seller’s Shares shall not deposit cease to have effect if: (or permit the deposit ofi) any Shares necessary approval of the Continuing Shareholder’s shareholders in a voting trust general meeting and/or its appropriate board has not been obtained within the said period of sixty (60) days or (ii) any necessary approval of any competent governmental, regulatory or other authority has or have not been obtained within one hundred and eighty (180) days after the giving of such notice or (iii) if earlier than the expiry of such latter period, any such authority has conclusively refused to grant any proxy, such approval and no appeal or enter into any voting agreement or similar agreement or arrangement in contravention other request for review is timely filed and remains pending. G. If: (i) at the expiration of the obligations Acceptance Period the aggregate number of Stockholder under this Agreement with respect Seller’s Shares to be purchased by the Shares. Stockholder further agrees withContinuing Shareholder is less than the total number of Shares Seller desires to sell; or (ii) the deadlines set forth in paragraph F have not been satisfied, and covenants to, Buyer that Stockholder the Seller shall not request that Parent register be entitled to transfer all of the “AA” Shares of the Seller specified in the Transfer Notice on a bona fide arm’s length sale to a third party purchaser at a price being not less than the purchase price specified in the Transfer Notice, provided that such transfer shall have been completed within a period of any certificate or uncertificated interest representing any one hundred and eighty (180) days after the later of: (i) the date of the SharesTransfer Notice; or (ii) the date the Continuing Shareholder’s right to acquire the Seller’s Shares shall have ceased to have effect pursuant to subparagraph B, unless the date on which such Transfer is made notice ceased to have effect; and further provided that: (iii) third party purchaser shall have agreed in advance in writing to sign and be governed by a shareholder agreement with provisions in compliance with this Section 5Agreement; and (iv) all necessary approvals of governmental or applicable authority shall have been obtained. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence The Continuing Shareholder shall be permitted to confirm that the bona fide offer from the third party purchaser is firm and subject only ifto conditions that could reasonably be expected to be satisfied, as a precondition such transfer, the transferee shall have by (i) duly executed a counterpart review of this Agreement and a proxy the documents involved in the form attached hereto as Exhibit A, such bona fide offer and (ii) agreed requiring that the proposed transferee submit evidence reasonably satisfactory to the Continuing Shareholder of financing for such purchase. H. Should the Family Trust transfer its AMX AA shares to a third party so that the Family Trust no longer directly or indirectly owns the majority of the AA shares, ATTI shall have a tag along right which will permit ATTI, in its discretion, to sell to the third party buyer and require the third party purchaser to acquire the same portion of its “AA” Shares as the Family Trust is selling under the same terms and conditions (the “Tag-Along Shares”). ATTI shall exercise its rights under this paragraph H by indicating in writing to hold such Shares, the Family Trust that ATTI intends to include the Tag-Along Shares in the Seller contemplated transfer. I. Should the Family Trust transfer its AMX “AA” shares to a third party so that the Family Trust no longer directly or such interest therein, subject to all indirectly owns a majority of the “AA” shares, the Family Trust shall have a drag along right which will permit the Family Trust, in its discretion, to require ATTI to sell the same portion of its “AA” shares the Family Trust is selling to the third party under the same terms and conditions set forth (the “Drag-Along Shares”). The Family Trust shall exercise its rights under this paragraph I by indicating in this Agreement. For purposes of this Agreement, a person or entity shall be deemed writing to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers ATTI that the Family Trust intends to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or include the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securityDrag-Along Shares in its contemplated transfer.

Transfers of Shares. Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, Stockholder (a) shall not cause or permit Until the Transfer (as defined below) earlier of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under this Agreement with respect to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart the second anniversary of this Agreement and a proxy in the form attached hereto as Exhibit A, Effective Time and (ii) agreed the time when the Xxxxxxxxx Investor and the PSP Investor no longer collectively own at least 25% of the Shares (the “Transfer Restriction Period”), no Sponsors shall Transfer any of its Shares without the prior written consent of the Xxxxxxxxx Investor and the PSP Investor, except (A) in the case of Transfers to such Sponsor’s Affiliate (a “Permitted Transferee”), (B) in connection with a proposed Tag Along Sale, (C) pursuant to such Sponsor’s rights under the Registration Rights Agreement or (D) for bona fide hedging purposes not intended to circumvent the restrictions contained in this Section 3 (a “Hedging Transaction”). (b) Any Transferee (including any Permitted Transferee) that after the Effective Time acquires Shares from a Sponsor, other than in connection with a Public Offering, brokers transactions (within the meaning of Section 4(4) of the Securities Act (a “Brokers’ Transaction”)) or Hedging Transactions, shall, as a condition precedent to the Transfer of such Equity Securities to such Transferee, (i) become a party to this Agreement by completing and executing a signature page hereto (including the address of such party), (ii) represent in writing to hold the Company that such Transfer was made in accordance with Applicable Law, and execute all such other agreements or documents as may reasonably be requested by the Company (which may include such other representations and warranties made by the Transferee to the Company as shall be reasonably requested by the Company), (iii) ensure with the transferring stockholders that any regulatory authorizations needed in connection with such Transfer are duly obtained, and (iv) deliver such signature page and, if applicable, other agreements and documents to the Company at its address specified in Section 4.12. Such Person shall, upon its satisfaction of such conditions and acquisition of Shares, or such interest therein, subject to be a Sponsor for all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person . (c) Any Transfer or entity attempted Transfer of Shares in violation of any provision of this Agreement shall be deemed to have effected a "Transfer" of a security if such person or entityvoid, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or and the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securityCompany shall give no effect thereto.

Transfers of Shares. The Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, the Stockholder (a) shall not cause or permit the any Transfer (as defined below) of any of the Shares, or any interest in the Sharesforegoing, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of the Stockholder under this Agreement with respect to any of the Shares; provided, however that at any time between the date hereof and the Expiration Date the Stockholder may Transfer up to 50,000 Shares as a bona fide gift. The Stockholder further agrees with, and covenants to, Buyer Parent and the Company that the Stockholder shall not request that Parent the Company register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "TransferTRANSFER" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such security.

Transfers of Shares. Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, Stockholder (a) shall not cause or permit the Transfer (as defined below) of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder under this Agreement with respect to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the 7.1 No transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and may be made unless the transfer has been effected in accordance with this Section 5Agreement and the terms of the Charter. This Section 5 Furthermore, no transfer of any Preferred Shares of the Company or Xxxxx XX, LLC may be made unless a proportionate number of Preferred Shares of the Company or Xxxxx XX, LLC, as the case may be, owned by such Shareholder (based on the ratio the number of such Shareholder’s Preferred Shares proposed to be transferred bears to the total number of such Shareholder’s Preferred Shares of the Company or Xxxxx XX, LLC, as the case may be) is transferred simultaneously with and to the same transferee. Any attempt by any Shareholder to transfer Shares in violation of this Agreement shall be null and void and the Company agrees it will not prohibit effect such a transfer nor will it treat any alleged transferee as the holder of such Shares without the written consent of DH. 7.2 Any transfer of Shares or any interest or right therein permitted by Stockholder this Agreement is in each case conditional on the transferee (Aunless he is already a party to this Agreement) entering into a written agreement (including a Deed of Adherence) to any member of Stockholder's immediate family, or to a trust for be bound by the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart terms of this Agreement (and if such transferee (which for this purpose shall include any Manager acquiring Shares and executing a proxy Deed of Adherence) shall so agree and enter into such agreement, each party hereto shall recognise the transferee as entitled to the rights conferred on any party as a “Shareholder” by this Agreement except that a transferee who acquires all the shares in the form attached hereto as Exhibit A, and (ii) agreed Company need not sign such an agreement). 7.3 Except for any security created by the Bridgecos within six months from Completion in writing to hold such connection with their acquisition of Shares, no Shareholder shall create, agree to create, allow to come into being or such interest therein, subject permit to all subsist any Security Interest over any Shares of the terms and conditions set forth in this Agreement. For purposes of this AgreementCompany. 7.4 The rights granted to any Investor, a person any Manager or entity any other Shareholder hereunder shall be deemed assignable to have effected any transferee or assignee of all or part of its right, title or interest to the “A” Common Shares or “B” Common Shares, as the case may be held by it and if any additional person adheres to this Agreement as a "Transfer" of a security if such person Shareholder (whether by transfer, sale or entityassignment from an existing Shareholder or by allotment or otherwise), directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, the Company hereby grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securitya Shareholder, upon and with effect from delivery of the written agreement contemplated in Section 7.2, the rights granted hereunder to each Shareholder mutatis mutandis as if it had been named as a Shareholder hereunder.

Transfers of Shares. Stockholder hereby agrees thata. Except as expressly permitted herein, at all times during the period commencing Subscriber shall not, directly or indirectly, sell, transfer, assign, pledge, bequeath, hypothecate, mortgage, grant any proxy with respect to, or in any other way encumber or otherwise dispose of (collectively, "transfer") the whole or any part of his or its Shares or any interest therein which the Subscriber now owns or hereafter acquires until the second anniversary of the Closing Date and shall not transfer any such shares or interest from and after such second anniversary, except in full compliance with the execution and delivery provisions of this Section 6. The Company shall not transfer on its books any Shares or issue any certificate on account of the Shares or in lieu of any prior certificate thereof unless there has been full compliance with the terms of this Agreement. Any purported transfer in violation of this Agreement until shall be invalid. b. Neither the Expiration Date, Stockholder (a) Subscriber nor any other person or entity shall not cause transfer the whole or permit the Transfer (as defined below) any part of any Shares, his or its Shares or any interest in therein, except as permitted under the SharesSecurities Act and applicable state securities laws, pursuant to registration thereunder or exemption therefrom. Unless the Shares are so registered, the Company shall have received a written opinion of counsel, which counsel and opinion are satisfactory to counsel for the Company, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention effect that such disposition is exempt from the registration requirements of the obligations Securities Act and any other applicable securities laws, together with such other documentation, executed by the Subscriber and/or the transferee, as the Company may require. The undersigned hereby consents to the placement by the Company of Stockholder under this Agreement stop transfer orders with respect to the Shares. Stockholder Shares with any transfer agent, transfer clerk or other agent at any time acting for the Company. c. The Subscriber further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any each certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register Shares shall be stamped or otherwise recognize imprinted with a legend substantially in the transfer (book-entry or otherwise) following form: "The securities represented hereby have not been registered under the Securities Act of any Shares 1933, as amended, or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, state securities laws and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for neither the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, securities nor any interest therein may be offered, sold, transferred, pledged or the economic consequences otherwise disposed of ownership of such security, other than any such actions except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws, which such person or entity maintains all voting rights with respect is available, in the opinion of counsel for the holder, which counsel and opinion are satisfactory to such securitycounsel for this corporation."

Transfers of Shares. Each Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, such Stockholder (a) shall not cause or permit the Transfer (as defined below) of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of Stockholder the Stockholders under this Agreement with respect to the Shares. Each Stockholder further agrees with, and covenants to, Buyer that such Stockholder shall not request that Parent Nextera register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer of Shares by Stockholder (A) to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such security.

Transfers of Shares. Each Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, such Stockholder (a) shall not cause or permit the Transfer (as defined below) of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention of the obligations of such Stockholder under this Agreement with respect to the Shares. Each Stockholder further agrees with, and covenants to, Buyer Merger Sub that such Stockholder shall not request that Parent the Company register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent the Company will not register or otherwise recognize the transfer Transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's the Stockholders’ Shares, except as permitted by, and in accordance with this Section 5. This Section 5 shall not prohibit a transfer Transfer of Shares by any Stockholder (A) to any member of such Stockholder's ’s immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder's ’s immediate family, or (B) upon the death of such Stockholder; provided however, that a transfer Transfer referred to in this sentence shall be permitted only if, as a precondition of such transferTransfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit AB, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "“Transfer" ” of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such security.

Transfers of Shares. Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery A Shareholder may not Transfer any of this Agreement until the Expiration Date, Stockholder its Shares except: (a) shall not cause or permit with the Transfer (as defined below) prior written consent of any Shares, or any interest in the Shares, to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and each other Shareholder; or (b) shall not deposit in accordance with clause 19.2 (or permit the deposit ofPermitted family transfers by Xxxxx Xxxx); or (c) any Shares in accordance with clause 19.3 (Permitted transfers to a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement Related Body Corporate); or (d) in contravention accordance with clause 20 (Transfers of the obligations of Stockholder under this Agreement with respect to the all Ordinary Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless such Transfer is made in compliance with this Section 5. From and after the date of this Agreement, through the Expiration Date, Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Shares, except as permitted by), and in accordance with this Section 5. This Section 5 shall not prohibit a each such case where the Transfer is of less than all of the Shares provided that the transferee enters into an Accession Agreement or other shareholders agreement approved by all parties who will continue to be Shareholders after the Transfer. 19.2 PERMITTED FAMILY TRANSFER BY XXXXX XXXX Xxxxx Xxxx may at any time transfer all of Shares by Stockholder his Shares: (Aa) to any member a Qualifying Relation; or (b) to trustees to be held upon a Family Trust of Stockholder's immediate family, or to Xxxxx Xxxx. Where Shares are held by trustees upon a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or (B) upon the death of Stockholder; provided however, that a transfer referred to in Family Trust under this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have clause 19.2: (i) duly executed a counterpart such Shares may on any change of this Agreement and a proxy in trustee be transferred to the form attached hereto as Exhibit A, and new trustees of the Family Trust; (ii) agreed in writing such Shares may at any time be transferred to hold any person to whom the Shares could have been transferred by Xxxxx Xxxx under this clause if he had remained the holder of those Shares; and (iii) if such Shares cease to be held upon a Family Trust (otherwise than pursuant to a Transfer permitted under this clause) or there cease to be any beneficiaries of that Family Trust other than a charity or charities, the trustees must immediately transfer the Shares back to Xxxxx Xxxx. Xxxxx Xxxx undertakes to procure compliance, by his Qualifying Relations and any Family Trust which own Shares, or such interest therein, subject to all of with the terms and conditions set forth in this Agreement. For purposes of this Agreementclause and the other provisions of this agreement as if they were party to this agreement, a person and indemnifies the other parties to this agreement against any liability or entity shall be deemed to have effected a "Transfer" of a security loss arising from, and any costs, charges or expenses incurred, if such person Qualifying Relations or entity, directly or indirectly: (i) sells, offers Family Trust do not comply with the terms of this agreement as if they were party to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an this agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such security.

Transfers of Shares. Stockholder hereby agrees thatWithout the consent of the holders of two-thirds of the Preferred Shares then outstanding, neither of the Executive Shareholders shall transfer, sell, assign, pledge, encumber or otherwise dispose of ("Transfer") any interest in any securities of the Company held by such Executive Shareholder at all times during any time that any Notes or Preferred Shares are outstanding, except that an Executive Shareholder may Transfer securities of the period commencing with the execution and delivery of this Agreement until the Expiration Date, Stockholder Company: (a) shall not cause or permit the Transfer (as defined below) to any member of any Sharessuch Executive Shareholder's Family Group solely for estate planning purposes, or any interest provided that in the Shares, aggregate such Transfers are limited to be effected, or discuss, negotiate or make any offer regarding any Transfer of any Shares, and (b) shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy, or enter into any voting agreement or similar agreement or arrangement in contravention no more than 50% of the obligations shares of Stockholder under this Agreement with respect to the Shares. Stockholder further agrees with, and covenants to, Buyer that Stockholder shall not request that Parent register the Transfer of any certificate or uncertificated interest representing any of the Shares, unless Common Stock held by such Transfer is made in compliance with this Section 5. From and after Executive Shareholder on the date of this Agreement, through (b) to the Expiration Datepersonal representative of such Executive Shareholder or a Permitted Transferee (as defined below) who is deceased or adjudicated incompetent or (c) upon termination of a trust or custodianship which is a Permitted Transferee, Parent will not register by the trustee of such trust or otherwise recognize custodian of such custodianship to the transfer (book-entry person or otherwise) of any Shares or any certificate or uncertificated interest representing any of Stockholder's Sharespersons who, except as permitted by, and in accordance with the provisions of such trust or custodianship, are entitled to receive the securities held in trust or custody (collectively, the "Permitted Transferees"); provided that (i) the restrictions contained in this Section 57.01 shall continue to be applicable to the securities after any such Transfer and (ii) the Permitted Transferees of such securities shall have agreed in writing to be bound by all of the provisions of this Section 7.01. This Section 5 shall not prohibit "Family Group" means the spouse and descendants (whether natural or adopted) of an Executive Shareholder (collectively, "Relatives"), any custodian of a transfer custodianship for and on behalf of Shares by Stockholder (A) to a Relative who is a minor and any member trustee of Stockholder's immediate family, or to a trust solely for the benefit of Stockholder one or more of the foregoing. Upon termination of any member Executive Shareholder's employment with the Company (for any reason) and the expiration of Stockholder's immediate familyany period during which such Executive Shareholder is restricted from competing with the Company pursuant to section 7.02, or (B) upon such Executive Shareholder shall no longer be subject to the death of Stockholder; provided however, that a transfer referred to restrictions contained in this sentence shall be permitted only if, as a precondition such transfer, the transferee shall have (i) duly executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A, and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. For purposes of this Agreement, a person or entity shall be deemed to have effected a "Transfer" of a security if such person or entity, directly or indirectly: (i) sells, offers to sell, makes any short sales of, pledges, encumbers, lends, hypothecates, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security, any interest therein, or the economic consequences of ownership of such security or (ii) enters into an agreement, contract or commitment providing for the sale of, making any short sales of, pledge of, lending of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security, any interest therein or the economic consequences of ownership of such security, other than any such actions pursuant to which such person or entity maintains all voting rights with respect to such securitySection 7.01.