Common use of Certain Permitted Transfers Clause in Contracts

Certain Permitted Transfers. Notwithstanding Section 3.1, the following Transfers of Covered Equity Securities shall be permitted by this Agreement (each, a “Permitted Transfer”): (a) any Transfer of Covered Equity Securities to one or more wholly owned Subsidiaries of one or more of the Parties; (b) any Transfer of Covered Equity Securities to Dynasty Trust A (or any trustee of Dynasty Trust A in their capacity as such) or one or more wholly owned Subsidiaries of Dynasty Trust A; (c) any Transfer of Covered Equity Securities that occurs solely as a result of the operation of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed to override any direction set forth in such Organizational Documents); (d) any Transfer of Covered Equity Securities beneficially owned by CFLP to one or more wholly owned Subsidiaries of CFLP; provided that, in each of cases (a), (b), (c) and (d), such Transfer shall be a Permitted Transfer only if both: (1) each Family Branch’s relative direct or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient of such Transfer of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a Party.

Certain Permitted Transfers. Notwithstanding Except as otherwise provided in this Article, prior to consummation of the Company’s IPO, a Stockholder will not Dispose of all or any portion of his interest in the Company without the prior consent of the Board of Directors; provided, however, that any Stockholder may, without such consent, Dispose, in good faith (not with a view to circumventing the restrictions hereunder), of all or any portion of such Stockholder’s interest in the Company (a) for estate planning purposes to such Stockholder’s Immediate Family Member, to a trust or similar vehicle for the primary benefit of such Stockholder or one or more of such Stockholder’s Immediate Family Members or to the personal representative, executor or administrator of the Stockholder’s estate; (b) to one or more entities wholly owned or solely controlled by such Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 3.14.6 so long as the share capital and control of any such entity remains solely with the Stockholder, such Stockholder’s Immediate Family Members or any trusts or similar vehicles described in subsection (a) of this Section 4.6 (a “Controlled Entity”); (c) in the following Transfers case of Covered Equity Securities shall be permitted by this Agreement a Stockholder which is a Controlled Entity, to one or more Persons who control the Stockholder; or (d) from one Stockholder to another Stockholder (each, a “Permitted Transfer,” and each transferee of a Permitted Transfer, a “Permitted Transferee”): ). Notwithstanding the foregoing, (ai) any Transfer of Covered Equity Securities except with respect to one or more wholly owned Subsidiaries of one or more of transfers permitted under the Parties; foregoing clause (b) any Transfer of Covered Equity Securities to Dynasty Trust A (or any trustee of Dynasty Trust A in their capacity as such) or one or more wholly owned Subsidiaries of Dynasty Trust A; (c) any Transfer of Covered Equity Securities that occurs solely d), such transferee will not be a Stockholder unless and until admitted as a result Stockholder to this Agreement; and (ii) such transferee will be subject to the terms of this Agreement to the operation same extent as if such transferee were an original holder of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇such transferred Shares. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (or If at any trustee of time a Permitted Transferee who has not already been approved as a Stockholder ceases to qualify as a Permitted Transferee pursuant to the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed to override any direction set forth in such Organizational Documents); (d) any Transfer of Covered Equity Securities beneficially owned by CFLP to one or more wholly owned Subsidiaries of CFLP; provided that, in each of cases clauses (a), (b), (c) and or (d), such Transfer shall be a Permitted Transfer only if both: transferee (1x) each Family Branch’s relative direct or indirect will immediately transfer its interest in the Covered Equity Securities Company back to the transferring Stockholder (or if the transferring Stockholder in not then a Stockholder or a Permitted Transferee of a Stockholder, then such transferee will immediately transfer its interest in the Company to the most recent transferor of such interest who is a Stockholder or a Permitted Transferee of a Stockholder), and the same as after such Transfer as transferring Stockholder shall cause the transfer back to it was immediately prior to such Transfer; of all the transferred interest in the Company and (2y) will cease to have any recipient rights as a Stockholder under this Agreement. Any Permitted Transfers by Permitted Transferees will be voidable by the Board of such Transfer of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, Directors unless or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute until a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a PartyStockholder.

Certain Permitted Transfers. Notwithstanding Section 3.1anything to the contrary herein, but subject to compliance with Sections 8.01(b) through (e), from and after the later of (x) one hundred eighty (180) days following the consummation of the IPO and (y) January 1, 2022 (unless such time restriction is waived by the Managing Member in its sole discretion with respect to any proposed Transfer(s)), the following Transfers of Covered Equity Securities shall be permitted by this Agreement (eachany such Transfer, a “Permitted Transfer” and, the applicable Transferee, a “Permitted Transferee”): (a) any Any Transfer of Covered Equity Securities Units to one any Employee Holdco Member or more wholly owned Subsidiaries Employee Holdco Member Member in connection with (x) the exercise of one any repurchase or more redemption right in respect of such Units of such Employee Holdco Member or Employee Holdco Member Member pursuant to the terms of the PartiesEmployee Holdco I LLC Agreement, Employee Holdco II LLC Agreement or Executive Holdco LLC Agreement, as applicable, (y) the exercise of any right of such Employee Holdco Member or Employee Holdco Member Member to be distributed such Units pursuant to the terms of the Employee Holdco I LLC Agreement, Employee Holdco II LLC Agreement or Executive Holdco LLC Agreement, as applicable (including in connection with an Exchange, Redemption or Employee Member Put Right hereunder), or (z) the liquidation, dissolution and/or winding up of any Employee Holdco Member; (b) any Any Transfer of Covered Equity Securities to Dynasty Trust A (i) membership interests in an Employee Holdco Member or (ii) Units, in each case, by or on behalf of an Executive Director (or any trustee one of Dynasty Trust A in their capacity as suchhis or her other Permitted Transferees) to its Family Members or one Trusts (or more wholly owned Subsidiaries of Dynasty Trust Aback to such executive); (c) Any Transfer by any Transfer of Covered Equity Securities that occurs solely as a result of the operation of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (SL Member or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed SL Related Entity to override any direction set forth in such Organizational Documents)SL Member or any SL Related Entity; (d) Any Transfer by any KKR Member or any KKR Related Entity to any KKR Member or any KKR Related Entity; (e) Any Transfer pursuant to the terms of Covered Equity Securities beneficially owned Article IX; and (f) Any Transfer contemplated by CFLP to one Section 10.02 in connection with a PubCo Approved Change of Control or more wholly owned Subsidiaries of CFLP; provided that, in each of cases (a), (b), (c) and (d), such Transfer shall be a Permitted Transfer only if both: (1) each Family Branch’s relative direct or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient of such Transfer of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a PartyPubCo Approved Recap Transaction.

Certain Permitted Transfers. Notwithstanding Section 3.1anything in this Agreement to the contrary, the following Transfers restrictions contained in Section 3.3 of Covered Equity Securities shall be permitted by this Agreement shall not apply to the transfers of Common Stock described in clauses (eacha), a “Permitted Transfer”):(b) and (c) below and the restrictions contained in Sections 3.4, 3.5 and 3.6 of this Agreement shall not apply to transfers of Common Stock described in any of the following clauses: (a) any Transfer of Covered Equity Securities transfer to one or more wholly owned Subsidiaries of one or more of a legal representative in the Partiesevent any Stockholder who is an individual becomes mentally incompetent; (b) any Transfer transfer by Alpine to a corporation or other entity that owns, directly or indirectly, 100% of Covered Equity Securities to Dynasty Trust A the equity of Alpine (or any trustee of Dynasty Trust A in their capacity as suchan "Alpine Parent") or one to any wholly-owned direct or more wholly owned Subsidiaries indirect subsidiary of Dynasty Trust Asuch Alpine Parent (an "Alpine Controlled Subsidiary"), it being understood with respect to such Alpine Controlled Subsidiary that the later sale, liquidation or spin-off of such Alpine Controlled Subsidiary or other transaction in which the Alpine Parent ceases to control, directly or indirectly, 100% of the equity of the Alpine Controlled Subsidiary would constitute an indirect sale of Common Stock, which sale may only be made in compliance with the terms and restrictions set forth in this Agreement; (c) any Transfer of Covered Equity Securities that occurs solely as a result pledge by Alpine of the operation shares of Common Stock owned by it to any lender or trustee under any credit agreements or indentures with respect to borrowed money of Alpine or the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed to override any direction set forth in such Organizational Documents)Company; (d) any Transfer transfer without consideration by a Stockholder who is an individual to the spouse or issue of Covered Equity Securities beneficially such Stockholder or to a trust of which there are no principal beneficiaries other than such Stockholder or the spouse or issue of such Stockholder; (e) any transfer by a Stockholder that is not an individual to a corporation or other entity that owns, directly or indirectly, 100% of the equity of such entity (a "Parent") or to any wholly-owned by CFLP to one or more wholly owned Subsidiaries of CFLP; provided that, in each of cases (a), (b), (c) and (d), such Transfer shall be a Permitted Transfer only if both: (1) each Family Branch’s relative direct or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient subsidiary of such Transfer of Covered Equity Securities Parent (ora "Controlled Subsidiary"), if applicable, any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A it being understood with respect to such Covered Equity Securities if Controlled Subsidiary that the later sale, liquidation or spin-off of such Permitted Transferee Controlled Subsidiary or other transaction in which the Parent ceases to control, directly or indirectly, 100% of the equity of the Controlled Subsidiary would constitute an indirect sale of Common Stock, which sale may only be made in compliance with the terms and restrictions set forth in this Agreement; (or Person controlling f) any transfer between Stockholders; or (g) any transfer by a Stockholder to the Company pursuant to any agreement between the Company and such Permitted TransfereeStockholder; provided that in the cases of (a) is not already a Party.through (f), each transferee agrees in writing to take such Common Stock subject to, and to comply with, the restrictions on transfer contained in this

Certain Permitted Transfers. Notwithstanding Section 3.1, The Company and the Securityholders ---------------------------- acknowledge and agree that any of the following Transfers of Covered Equity Securities shall be permitted by deemed to be in compliance with this Agreement (each, a “Permitted Transfer”subject in each case to compliance with applicable securities laws): (a) any subject to Section 4.6 and 9.6 hereof, a Transfer in accordance with the provisions of Covered Equity Securities Section 4.3, 4.5, 4.7 or 4.8 or Article 5 hereof, pursuant to one the redemption provisions applicable to the Series A Preferred Stock, Series B Preferred Stock or more wholly owned Subsidiaries of one Series C Preferred Stock as in effect from time to time, or more of the Partiesthrough a sale in a registered offering in accordance with Article 6 hereof; (b) any subject to Section 4.6 and 9.6 hereof, a Transfer (i) upon the death of Covered Equity Securities a Securityholder or of a Beneficial Owner of shares of Series C Preferred Stock to Dynasty Trust A his executors, administrators and testamentary trustees and beneficiaries of his estate or (ii) by the PNA Holder to not more than 15 employees of the PNA Holder or any trustee of Dynasty Trust A the PNA Holder's Affiliates (subject in their capacity as such) or one or more wholly owned Subsidiaries of Dynasty Trust Aeach case to compliance with applicable securities laws); (c) any subject to Section 4.6 and 9.6 hereof, a Transfer to (x) an Affiliate or (y) to members, partners, limited partners, or stockholders of Covered Equity Securities that occurs solely a Securityholder in the event of a liquidation or other distribution of or by such Securityholder, or (z) made for nominal consideration or as a result gift to any of the operation of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed to override any direction set forth in such Organizational Documents);Securityholder's Family Group Members; and (d) subject to Section 4.6 and 9.6 hereof, any Transfer by any of Covered Equity Securities beneficially owned the Series C Holders (or any member thereof) to any other Series C Holder or by CFLP any Beneficial Owner of shares of Series C Preferred Stock to one any other Beneficial Owner of shares of Series C Preferred Stock or more wholly owned Subsidiaries to any of CFLP; provided thattheir respective members, in each of cases partners or stockholders or any Family Group Members (a)any such transferee, (b), (ctogether with any transferee pursuant to Section 4.2(b) and (dc), being a "Permitted Transferee"); -------------------- (e) anything herein to the contrary notwithstanding, in the event that any Securityholder or any of its Affiliates shall deliver to the Company an opinion of counsel to such Securityholder or such Affiliate, as the case may be, to the effect that if such Securityholder or such Affiliate, as the case may be, shall continue to hold some or all of the Warrants or Shares held by it, there is a material risk that such ownership will result in the violation of any statute, regulation or rule of any governmental authority (including, without limitation, Regulation Y promulgated under the Bank Holding Company Act of 1956, as amended (the "BHCA")), such ---- Securityholder or such Affiliate (a "Regulated Holder"), ----------------- as the case may be, may exchange its Shares or Warrants, as herein provided. The Company shall cooperate with such Securityholder or such Affiliate as the case may be, in exchanging all or any (f) any pledge of a Series C Holder Beneficial Interest to secure any bona fide indebtedness, but in each case subject to Section 4.6 and provided that the lender acknowledges in writing that any sale or Transfer of the pledged Series C Beneficial Interests shall be a Permitted Transfer only if both: subject to the provisions of this Agreement and that it shall not have the right to take title, sell or exercise any rights of ownership of the pledged Series C Holder Beneficial Interests without first having complied with the provisions of Article IV hereof (1) each Family Branch’s relative direct it being agreed and understood among the Company and the Securityholders that any transfer of title or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient sale of such Transfer pledged interests to any Series C Holder or any holder of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, or other legal representatives a Series C Holder Beneficial Interest shall not be subject to the provisions of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a PartySection 4.3).

Certain Permitted Transfers. Notwithstanding Section 3.1anything to the contrary herein, but subject to compliance with Sections 8.01(b) through (e), the following Transfers of Covered Equity Securities shall be permitted by this Agreement (eachany such Transfer, a “Permitted Transfer” and, the applicable Transferee, a “Permitted Transferee”): (a) any Any Transfer of Covered Equity Securities Units to one any Employee Holdco Member or more wholly owned Subsidiaries Employee Holdco Member Member in connection with (i) the exercise of one any repurchase or more redemption right in respect of such Units of such Employee Holdco Member or Employee Holdco Member Member pursuant to the terms of the Partiesapplicable organizational documents of such Employee Holdco Member, (ii) the exercise of any right of such Employee Holdco Member or Employee Holdco Member Member to be distributed such Units pursuant to the terms of the applicable organizational documents of such Employee Holdco Member (including in connection with a Redemption) or (iii) the liquidation, dissolution and/or winding up of any Employee Holdco Member; (b) any Any Transfer of Covered Equity Securities to Dynasty Trust A (i) membership interests in an Employee Holdco Member or (ii) Units, in each case, by or on behalf of an Employee Member (or any trustee one of Dynasty Trust A in their capacity as suchhis or her other Permitted Transferees) to its Family Members or one Trusts (or more wholly owned Subsidiaries of Dynasty Trust Aback to such Employee Member); (c) Any Transfer by any Transfer Endeavor Member or any of Covered Equity Securities their Affiliates that occurs solely as a result is permitted pursuant to the terms of the operation of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed to override any direction set forth in such Organizational Documents)Governance Agreement; (d) Any Transfer pursuant to the terms of Article IX; and (e) Any Transfer by any Transfer Endeavor Member to any Affiliate of Covered Equity Securities beneficially owned by CFLP to one or more wholly owned Subsidiaries of CFLP; provided that, in each of cases (a), (b), (c) and (d), such Transfer shall be a Permitted Transfer only if both: (1) each Family Branch’s relative direct or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient of such Transfer of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a Partyan Endeavor Member.

Certain Permitted Transfers. Notwithstanding Except as expressly permitted by Section 3.18.04, but subject to compliance with Sections 8.01(b) through (e), from and after the date that is the earlier of (i) one hundred eighty (180) days following the Restatement Date (unless such time restriction is waived by the Manager in its sole discretion with respect to any proposed Transfer(s); provided, that if such restriction is waived by the Manager with respect to any Member, such restriction shall be waived with respect to the SLP Investor, Riverwood Investors and Level Equity Investors to the same extent, taking into account the aggregate Common Units and shares of Class A Common Stock held by such SLP Investor, Riverwood Investors and Level Equity Investors) and (ii) any Lock-Up Period Early Release Date (with respect to Lock-Up Shares subject to the corresponding Lock-Up Period Early Release), the following Transfers of Covered Equity Securities shall be permitted by this Agreement (each, a “Permitted Transfer”):permitted: (a) any Any Transfer of Covered Equity Securities Units to one Management Holdco or more wholly owned Subsidiaries a Management Holdco Member in connection with (x) the exercise of one any repurchase or more redemption right in respect of such Units of Management Holdco or such Management Holdco Member pursuant to the terms of the PartiesManagement Holdco LLC Agreement, (y) the exercise of any right of Management Holdco or such Management Holdco Member to be distributed such Units pursuant to the terms of the Management Holdco LLC Agreement (including in connection with a redemption, repurchase or forfeiture of their Employee Units), or (z) the liquidation, dissolution and/or winding up of Management Holdco; (b) any Any Transfer of Covered Equity Securities pursuant to Dynasty Trust A (or any trustee of Dynasty Trust A in their capacity as such) or one or more wholly owned Subsidiaries of Dynasty Trust ASection 3.08; (c) any Any Transfer of Covered Equity Securities that occurs solely as a result of the operation of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (by SLP Investor or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed SLP Related Entity to override SLP Investor or any direction set forth in such Organizational Documents)SLP Related Entity; (d) Any Transfer by any Riverwood Investor or any Riverwood Related Entity to any Riverwood Investor or any Riverwood Related Entity; (e) Any Transfer by any Level Equity Investor or any Level Equity Related Entity to any Level Equity Investor or any Level Equity Related Entity; (f) Any Transfer pursuant to the terms of Covered Equity Securities beneficially owned Article IX; and (g) Any Transfer contemplated by CFLP to one Section 10.02 in connection with a PubCo Approved Change of Control or more wholly owned Subsidiaries of CFLP; provided that, in each of cases (a), (b), (c) and (d), such Transfer shall be a Permitted Transfer only if both: (1) each Family Branch’s relative direct or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient of such Transfer of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a PartyPubCo Approved Recap Transaction.

Certain Permitted Transfers. Notwithstanding Section 3.1, anything to the following Transfers of Covered Equity Securities shall be permitted by contrary contained in this Agreement (each, a “Permitted Transfer”):Investment Agreement: (a) any Transfer of Covered Equity Securities to one or more wholly owned Subsidiaries of one or more The restrictions imposed by this Investment Agreement shall not apply whenever and for so long as the closing price of the Parties;Parent Common Stock as publicly reported by the Nasdaq Global Market has remained at $50.00 or greater for a period of at least five (5) consecutive Business Days. (b) (i) If the undersigned is a partnership, then the undersigned may Transfer Securities to a partner of such partnership; (ii) if the undersigned is a limited liability company, then the undersigned may Transfer Securities to a member of such limited liability company, (iii) if the undersigned is an individual, then the undersigned may Transfer Securities by gift, will, or intestate succession to the undersigned’s Immediate Family, to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of the undersigned’s Immediate Family, to a partnership, the partners of which are exclusively the undersigned and/or a member or members of the undersigned’s Immediate Family and/or a charity; and (iv) the undersigned may Transfer Securities to an affiliate (as such term is defined in Rule 144(a) of the regulations under the Securities Act of 1933, as amended) of the undersigned, provided that in each case it shall be a condition to any such Transfer that may occur pursuant to this Section 4(b) on or prior to the date 180 days after the Closing Date that (i) each applicable transferee in connection with such Transfer execute an agreement stating that such transferee is receiving and holding the Securities subject to the provisions of this Investment Agreement, and there shall be no further Transfer of Covered Equity such Securities except in accordance with this Investment Agreement, (ii) each applicable transferee in connection with such Transfer certifies in writing to Dynasty Trust A Parent that such transferee is bound by the terms of this Investment Agreement as if such transferee had been bound by this Investment Agreement from the original date of this Investment Agreement and (iii) no filing by any party (transferee or any trustee transferor thereof) under Section 16(a) of Dynasty Trust A or Regulation 13D-G under the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in their capacity as such) or one or more wholly owned Subsidiaries of Dynasty Trust A;connection with such Transfer. (c) The restrictions imposed by this Investment Agreement shall not apply to any Transfer of Covered Equity Securities that occurs solely as a result any Indemnity Escrow Shares or any Working Capital Escrow Shares from the Escrow Account pursuant to the express terms of the operation Escrow Agreement or otherwise with the consent of Parent, whether such Transfer from the Organizational Documents of the Management TrustsEscrow Account is to Parent, Dynasty Trust APace, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (any other Stockholder or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed to override any direction set forth in such Organizational Documents); (d) any Transfer of Covered Equity Securities beneficially owned by CFLP to one or more wholly owned Subsidiaries of CFLP; provided that, in each of cases (a), (b), (c) and (d), such Transfer shall be a Permitted Transfer only if both: (1) each Family Branch’s relative direct or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient of such Transfer of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a PartyPerson.

Certain Permitted Transfers. Notwithstanding Except as expressly permitted by Section 3.18.04, but subject to compliance with Sections 8.01(b) through (e), from and after the date that is the earlier of (i) one hundred eighty (180) days following the Restatement Date (unless such time restriction is waived by the Managing Member in its sole discretion with respect to any proposed Transfer(s); provided, that if such restriction is waived by the Managing Member with respect to any Member, such restriction shall be waived with respect to the SLP Investor, Riverwood Investors and Level Equity Investors to the same extent, taking into account the aggregate Common Units and shares of Class A Common Stock held by such SLP Investor, Riverwood Investors and Level Equity Investors) and (ii) any Lock-Up Period Early Release Date (with respect to Lock-Up Shares subject to the corresponding Lock-Up Period Early Release), the following Transfers of Covered Equity Securities shall be permitted by this Agreement (each, a “Permitted Transfer”):permitted: (a) any Any Transfer of Covered Equity Securities Units to one Management Holdco or more wholly owned Subsidiaries a Management Holdco Member in connection with (x) the exercise of one any repurchase or more redemption right in respect of such Units of Management Holdco or such Management Holdco Member pursuant to the terms of the PartiesManagement Holdco LLC Agreement, (y) the exercise of any right of Management Holdco or such Management Holdco Member to be distributed such Units pursuant to the terms of the Management Holdco LLC Agreement (including in connection with a redemption, repurchase or forfeiture of their Employee Units), or (z) the liquidation, dissolution and/or winding up of Management Holdco; (b) any Any Transfer of Covered Equity Securities pursuant to Dynasty Trust A (or any trustee of Dynasty Trust A in their capacity as such) or one or more wholly owned Subsidiaries of Dynasty Trust ASection 3.06; (c) any Any Transfer of Covered Equity Securities that occurs solely as a result of the operation of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (by SLP Investor or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed SLP Related Entity to override SLP Investor or any direction set forth in such Organizational Documents)SLP Related Entity; (d) Any Transfer by any Riverwood Investor or any Riverwood Related Entity to any Riverwood Investor or any Riverwood Related Entity; (e) Any Transfer by any Level Equity Investor or any Level Equity Related Entity to any Level Equity Investor or any Level Equity Related Entity; (f) Any Transfer pursuant to the terms of Covered Equity Securities beneficially owned Article IX; and (g) Any Transfer contemplated by CFLP to one Section 10.02 in connection with a PubCo Approved Change of Control or more wholly owned Subsidiaries of CFLP; provided that, in each of cases (a), (b), (c) and (d), such Transfer shall be a Permitted Transfer only if both: (1) each Family Branch’s relative direct or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient of such Transfer of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a PartyPubCo Approved Recap Transaction.

Certain Permitted Transfers. Notwithstanding Section 3.1anything to the contrary herein, the following Transfers of Covered Equity Securities shall be permitted by this Agreement (each, a “Permitted Transfer”):permitted: (a) Any Transfer by any Transfer Member of Covered Equity Securities its Units pursuant to one a Pubco Offer (as such term is defined in the Exchange Agreement) or more wholly owned Subsidiaries Disposition Event (as such term is defined in the certificate of one or more incorporation of the PartiesPubco); (b) At any time, any Transfer by any SL Member of Covered Equity Securities Units to Dynasty Trust A (any Transferee; provided that such Transfer, alone or together with other Transfers by any trustee SL Member and any Transferee thereof, would not result in all SL Members and their Transferees, in the aggregate, representing at any time more than four partners for the purposes of Dynasty Trust A in their capacity as such) or one or more wholly owned Subsidiaries Treasury Regulation Section 1.7704-1(h)(1)(ii), including the application of Dynasty Trust Athe anti-avoidance rule of Treasury Regulation Section 1.7704-1(h)(3), excluding Pubco from the four partners for purposes of this Section 8.02(b); (c) At any time, any Transfer by any Member (other than any SL Member) of Covered Equity Securities Units to any Transferee (i) previously approved in writing by the Company prior to the Reorganization or (ii) approved in writing by the Managing Member (not to be unreasonably withheld), it being understood that occurs solely it shall be reasonable for the Managing Member to withhold such consent if the Managing Member reasonably determines that such Transfer would materially increase the risk that the Company would be classified as a result “publicly traded partnership” as that term is defined in Section 7704 of the operation of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust Code and the Lutnick 2020 Descendants Trust (or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed to override any direction set forth in such Organizational Documents);Regulations promulgated thereunder; or (d) any Any Transfer of Covered Equity Securities beneficially owned Units to any Employee Holdco Member in connection with (x) the exercise of any repurchase right in respect of such Units by CFLP Employee Holdco pursuant to one or more wholly owned Subsidiaries the terms of CFLP; provided that, in each of cases (a)the Employee Holdco LLC Agreement, (b), (cy) and (d), such Transfer shall be a Permitted Transfer only if both: (1) each Family Branch’s relative direct or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) exercise of any recipient right of such Employee Holdco Member to be distributed such Units pursuant to the terms of the Employee Holdco LLC Agreement or (z) the liquidation, dissolution and/or winding up of Employee Holdco. (e) Any Transfer of Covered Equity Securities (or, if applicable, Units held by the Employee Trust to any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a PartyEmployee Trust Beneficiary.

Certain Permitted Transfers. Notwithstanding Section 3.1anything to the contrary herein, but subject to compliance with Sections 8.01(b) through (e), from and after the later of (x) one hundred eighty (180) days following the consummation of the IPO and (y) January 1, 2020 (unless such time restriction is waived by the Managing Member in its sole discretion with respect to any proposed Transfer(s)), the following Transfers of Covered Equity Securities shall be permitted by this Agreement (eachany such Transfer, a “Permitted Transfer” and, the applicable Transferee, a “Permitted Transferee”): (a) any Any Transfer of Covered Equity Securities Units to one any Employee Holdco Member or more wholly owned Subsidiaries Employee Holdco Member Member in connection with (x) the exercise of one any repurchase or more redemption right in respect of such Units of such Employee Holdco Member or Employee Holdco Member Member pursuant to the terms of the PartiesEmployee Holdco I LLC Agreement, Employee Holdco II LLC Agreement or Executive Holdco LLC Agreement, as applicable, (y) the exercise of any right of such Employee Holdco Member or Employee Holdco Member Member to be distributed such Units pursuant to the terms of the Employee Holdco I LLC Agreement, Employee Holdco II LLC Agreement or Executive Holdco LLC Agreement, as applicable (including in connection with an Exchange, Redemption or Employee Member Put Right hereunder), or (z) the liquidation, dissolution and/or winding up of any Employee Holdco Member; (b) any Any Transfer of Covered Equity Securities to Dynasty Trust A (i) membership interests in an Employee Holdco Member or (ii) Units, in each case, by or on behalf of an Executive Director (or any trustee one of Dynasty Trust A in their capacity as suchhis or her other Permitted Transferees) to its Family Members or one Trusts (or more wholly owned Subsidiaries of Dynasty Trust Aback to such executive); (c) Any Transfer by any Transfer of Covered Equity Securities that occurs solely as a result of the operation of the Organizational Documents of the Management Trusts, Dynasty Trust A, the Lutnick 1999 Descendants’ Trust, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2007 Descendants Trust and the Lutnick 2020 Descendants Trust (SL Member or any trustee of the foregoing in their capacity as such) (and for the avoidance of doubt, nothing in this Agreement shall be construed SL Related Entity to override any direction set forth in such Organizational Documents)SL Member or any SL Related Entity; (d) any Any Transfer pursuant to the terms of Covered Equity Securities beneficially owned Article IX; and (e) Any Transfer contemplated by CFLP to one Section 10.02 in connection with a PubCo Approved Change of Control or more wholly owned Subsidiaries of CFLP; provided that, in each of cases (a), (b), (c) and (d), such Transfer shall be a Permitted Transfer only if both: (1) each Family Branch’s relative direct or indirect interest in the Covered Equity Securities is the same as after such Transfer as it was immediately prior to such Transfer; and (2) any recipient of such Transfer of Covered Equity Securities (or, if applicable, any heirs, assignees, executors, administrators, or other legal representatives of such Transferee) (the “Permitted Transferee”) shall execute a joinder in the form attached as Exhibit A with respect to such Covered Equity Securities if such Permitted Transferee (or Person controlling such Permitted Transferee) is not already a PartyPubCo Approved Recap Transaction.