Common use of Transfers, Successors and Assigns Clause in Contracts

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure to the benefit of and be binding upon the respective successors and assigns of the Parties. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement substantially in the form attached hereto as Exhibit C. Upon the execution and delivery of an Assumption Agreement by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.10. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms If a Stockholder effects any Transfer of shares of Common Stock to any Affiliate of such Stockholder (or to any executive officer or director of such Stockholder or of such Stockholder’s Affiliates) (each, a “Permitted Transferee”) or any other Person approved by the Company in its sole and conditions absolute discretion, such Permitted Transferee shall, if not a Stockholder, within five (5) days of such Transfer execute an agreement stating that the transferee is receiving and holding the securities subject to the provisions of this Agreement and that such Permitted Transferee agrees to be a “Stockholder” for all purposes of this Agreement, and which provides that such Permitted Transferee shall insure be bound by and shall fully comply with the terms of this Agreement. If a Stockholder effects any Transfer of shares of Common Stock to any Person that is not a Permitted Transferee, such Person shall not become a “Stockholder” hereunder, and shall have no rights or obligations hereunder. (b) Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be binding upon enforceable by the Company and its successors and assigns, and each Stockholder and its respective successors and assigns assigns, so long as such Persons hold Common Stock. No Stockholder may assign any of the Parties. (b) its rights hereunder to any Person other than a Permitted Transferee. Each transferee or assignee Permitted Transferee of the Shares subject to this Agreement any Stockholder shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each all of the terms of this Agreement Agreement, and by executing taking and delivering an Assumption Agreement substantially in the form attached hereto as Exhibit C. Upon the execution and delivery of an Assumption Agreement by any transferee, holding such transferee shares such Person shall be entitled to receive the benefits of and be conclusively deemed to have agreed to be a Party hereto as if such transferee’s signature appeared on bound by and to comply with all of the signature pages terms and provisions of this Agreement. By execution ; provided, however, no transfer of this Agreement rights permitted hereunder shall be binding upon or of any Assumption Agreement, each of the Parties appoints obligate the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee if required under Section 5.4(a), the Company shall have complied with received written notice of such transfer and the terms written agreement of this the transferee provided for in Section 8.105.4(a). Each certificate representing Notwithstanding the Shares subject to foregoing, no successor or assignee of the Company shall have any rights granted under this Agreement if issued on or after the date until such Person shall acknowledge its rights and obligations hereunder by a signed written statement of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11such Person’s acceptance of such rights and obligations. (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure to the benefit of and be binding upon the respective successors and assigns of the Parties. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement substantially in the form attached hereto as Exhibit C. Upon the execution and delivery of an Assumption Agreement by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.109.10. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.119.11. (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as provided in this Agreement. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement Deed of Adherence substantially in the form attached hereto as Exhibit C. D. Upon the execution and delivery of an Assumption Agreement Deed of Adherence by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption AgreementDeed of Adherence, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement Deed of Adherence that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.108.1. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) 8.1. Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (ai) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Partiesparties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (bii) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Adoption Agreement substantially in the form attached hereto as Exhibit C. A. Upon the execution and delivery of an Assumption Adoption Agreement by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Adoption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.104.1. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) 4.10. Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s 's recognizing such the transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Adoption Agreement substantially in the form attached hereto as Exhibit C. 1. Upon the execution and delivery of an Assumption Adoption Agreement by any a transferee, such the transferee shall be deemed to be a Party hereto as if such the transferee’s 's signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Adoption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption an Adoption Agreement that may be is required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.10Shares 1. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) 4.10. Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Partiesparties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, hereof and, as a condition to the Company’s recognizing recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Adoption Agreement substantially in the form attached hereto as Exhibit C. A. Upon the execution and delivery of an Assumption Adoption Agreement by any transferee, such transferee shall be deemed to be a Party party hereto as if such transferee’s signature appeared on the signature pages page of this Agreement. By execution of this Agreement or of any Assumption Adoption Agreement, each of the Parties parties appoints the Company Xxxxx as its attorney in fact for the purpose of executing any Assumption Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company Xxxxx shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.106.10. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties parties hereto or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (ai) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Parties.. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. For the sake of clarify, Cxxxxxx X. Xxxxxxxx shall have the right to designate such other person as he deems appropriate from time to time to act as the Investor's proxy to vote in accordance with the terms of the irrevocable proxy in the form attached as Exhibit A should Cxxxxxx X. Xxxxxxxx be unavailable, incapacitated, or in the event of his death prior to the termination of this Agreement and the irrevocable proxy attached as Exhibit A. (bii) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Adoption Agreement substantially in the form attached hereto as Exhibit C. B. Upon the execution and delivery of an Assumption Adoption Agreement by any transferee, such transferee shall be deemed to be a Party party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.10. . (iii) Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) 4.10. Nothing in this Agreement, express or implied, is intended to confer upon any Person person or entity other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Partiesparties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Adoption Agreement substantially in the form attached hereto as Exhibit C. A. Upon the execution and delivery of an Assumption Adoption Agreement by any transferee, such transferee shall be deemed to be a Party party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Adoption Agreement, each of the Parties parties appoints the Company NASB as its attorney in fact for the purpose of executing any Assumption Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company NASB shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.104.10. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties parties hereto or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Partiesparties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, hereof and, as a condition to the Company’s recognizing recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Adoption Agreement substantially in the form attached hereto as Exhibit C. A. Upon the execution and delivery of an Assumption Adoption Agreement by any transferee, such transferee shall be deemed to be a Party party hereto as if such transferee’s signature appeared on the signature pages page of this Agreement. By execution of this Agreement or of any Assumption Adoption Agreement, each of the Parties parties appoints the Company Pxxxx as its attorney in fact for the purpose of executing any Assumption Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company Pxxxx shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.106.10. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties parties hereto or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (ai) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Parties.. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. For the sake of clarify, Xxxxxxx X. Xxxxxxxx shall have the right to designate such other person as he deems appropriate from time to time to act as the Investor's proxy to vote in accordance with the terms of the irrevocable proxy in the form attached as Exhibit A should Xxxxxxx X. Xxxxxxxx be unavailable, incapacitated, or in the event of his death prior to the termination of this Agreement and the irrevocable proxy attached as Exhibit A. (bii) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Adoption Agreement substantially in the form attached hereto as Exhibit C. B. Upon the execution and delivery of an Assumption Adoption Agreement by any transferee, such transferee shall be deemed to be a Party party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.10. . (iii) Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) 4.10. Nothing in this Agreement, express or implied, is intended to confer upon any Person person or entity other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions rights of the Investors set forth in this Agreement shall insure are fully assignable to any person who holds or is acquiring Preferred Shares (or such other securities received in exchange for or upon conversion of such Preferred Shares) in a transfer permitted hereunder; provided, however that the benefit Company is given written notice at the time of such assignment stating the name and be binding upon the respective successors and assigns address of the Partiesassignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided further that the transferee executes and delivers an Assumption Agreement as provided in Section 9.10(c). (b) Subject to Section 9.10(a), this Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, permitted assigns and legal representatives. No Shareholder may assign or transfer, or purport to assign or transfer, any of its rights or obligations under this Agreement without the prior written consent of the other Parties except to a transferee of Shares in the event of any transfer of Shares made in compliance with or permitted under this Agreement. For the avoidance of doubt, the rights of the Investors hereunder are assignable (A) to any Affiliate of such Investor, (B) to any other Investor, or (C) to an assignee or transferee who acquires the Preferred Shares (or such other securities received in exchange for or upon conversion of such Preferred Shares) from an Investor. (c) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement substantially in the form attached hereto as Exhibit C. Upon the execution and delivery of an Assumption Agreement by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.109.10. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) 9.11. Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties or their respective executors, administrators, heirs, successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (ai) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Partiesparties. Nothing in this Agreement, express or implied, is intended to confer upon any Party, other than the Parties hereto or their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (bii) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Adoption Agreement substantially in the form attached hereto as Exhibit C. A. Upon the execution and delivery of an Assumption Adoption Agreement by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Adoption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.105.1. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) 5.10. Nothing in this Agreement, express or implied, is intended to confer upon any Person Party other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Partiesparties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, hereof and, as a condition to the Company’s recognizing recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Adoption Agreement substantially in the form attached hereto as Exhibit C. A. Upon the execution and delivery of an Assumption Adoption Agreement by any transferee, such transferee shall be deemed to be a Party party hereto as if such transferee’s signature appeared on the signature pages page of this Agreement. By execution of this Agreement or of any Assumption Adoption Agreement, each of the Parties parties appoints the Company CFB as its attorney in fact for the purpose of executing any Assumption Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company CFB shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.106.10. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties parties hereto or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (ai) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Partiesparties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (bii) Each Except as expressly set forth herein, the rights of the Investors hereunder are not assignable without the Company’s written consent, except (i) by an Investor to any Affiliate thereof or (ii) to an assignee or transferee or assignee who acquires at least ten percent (10%) of the Shares (as adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar transaction) held by the applicable Investor. Except as expressly set forth herein or in connection with an assignment by the Company by operation of law to the acquirer of the Company, the rights and obligations of the Company hereunder may not be assigned under any circumstances. (iii) Each transferor or assignor of the Capital Stock subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption a Joinder Agreement substantially in the form attached hereto as Exhibit C. Upon the execution and delivery of an Assumption a Joinder Agreement by any transferee, such transferee shall be deemed to be a Party party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Joinder Agreement, each of the Parties parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Joinder Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the any Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.1013(a). Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend legends set forth in Section 8.116(a). (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement substantially in the form attached hereto as Exhibit C. Upon the execution and delivery of an Assumption Agreement by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.10. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such the transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Adoption Agreement substantially in the form attached hereto as Exhibit C. 1. Upon the execution and delivery of an Assumption Adoption Agreement by any a transferee, such the transferee shall be deemed to be a Party hereto as if such the transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Adoption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption an Adoption Agreement that may be is required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such the Shares unless and until such the transferee shall have has complied with the terms of this Section 8.104.1. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) 4.10. Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a) The terms and conditions of this Agreement shall insure inure to the benefit of and be binding upon the respective successors and assigns of the Parties. (b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement substantially in the form attached hereto as Exhibit C. Upon the execution and delivery of an Assumption Agreement by any transferee, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.109.10. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.119.11. (c) Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. This Agreement and the rights and obligations therein may not be assigned by the Key Holders and the Group Companies without prior written consent of Majority Preferred Shareholders; provided, however, that each Investor may assign this Agreement or any of its rights and obligations hereunder to (i) one or more respective Affiliates of such Investor, or (ii) any other Person in connection with any Transfer of Equity Securities of the Company by such Investor, to the extent that such Transfer is in accordance with the provisions of this Agreement, in each case, without the consent of the other Parties hereto.

Transfers, Successors and Assigns. (a1) The terms and conditions of this Agreement shall insure inure to the benefit only of the respective Permitted Transferees of the parties hereto. The terms and conditions of this Agreement shall be binding upon on all of the respective successors and assigns of the Partiesparties hereto Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (b2) Each transferee or assignee of the Shares subject to this Agreement (including transfers by Investors described in Section 3(c)) shall continue to be subject to the terms hereof, and, as a condition to the Company’s 's recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement Instrument of Accession substantially in the form attached hereto as Exhibit C. A. Upon the execution and delivery of an Assumption Agreement Instrument of Accession by any transferee, such transferee shall be deemed to be a Party party hereto as if such transferee’s 's signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption AgreementInstrument of Accession, each of the Parties parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement Instrument of Accession that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the any Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.1012(g). Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) 9. Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties parties hereto or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Transfers, Successors and Assigns. (a1) The terms and conditions of this Agreement shall insure inure to the benefit only of the respective Permitted Transferees of the parties hereto. The terms and conditions of this Agreement shall be binding upon on all of the respective successors and assigns of the Partiesparties hereto Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. (b2) Each transferee or assignee of the Shares subject to this Agreement (including transfers by Investors described in Section 3(c)) shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement Instrument of Accession substantially in the form attached hereto as Exhibit C. A. Upon the execution and delivery of an Assumption Agreement Instrument of Accession by any transferee, such transferee shall be deemed to be a Party party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption AgreementInstrument of Accession, each of the Parties parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement Instrument of Accession that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the any Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 8.1012(g). Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 8.11. (c) 9. Nothing in this Agreement, express or implied, is intended to confer upon any Person party other than the Parties parties hereto or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.