Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) The Stockholder understands and agrees that the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not Transfer any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreement. (b) The Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on the Stockholder as set forth in this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions. (c) Any attempt to Transfer any Common Stock not in compliance with this Stockholder Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s records to such purported Transfer.

General Restrictions on Transfer. No Shareholder may transfer by way of sale, exchange, assignment, pledge, gift or other disposition (aall of which acts shall be deemed included in the term "transfer" or "Transfer" as used in this Agreement) The Stockholder understands any or all of the Notes, Conversion Shares or the Special Share (whether held in its, his or her own right or by a representative of the Shareholder, such Shareholder hereinafter being referred to as a "Transferor") unless (i) such transfer is made on the books of the registrar of the Company (the "Registrar") and agrees in accordance with the provisions of this Agreement, the Conversion Shares, the Special Share and the Notes, as applicable, and (ii) the transferee (if other than (A) the Company or another Shareholder, (B) a transferee of Conversion Shares in a sale made under Rule 144 (or any successor provision) under the Securities Act, that the Acquired is otherwise permitted by this Agreement or (C) pursuant to a transfer of Notes or Conversion Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not Transfer any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares), except in compliance with the Securities Act, any other applicable securities that is otherwise permitted by this Agreement or “blue sky” laws the Registration Rights Agreement) (the "Transferee") shall have executed and the restrictions on Transfer contained in this Stockholder Agreement. (b) The Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant delivered to the registration rights set forth in Article 5 hereofCompany, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift condition precedent to such transfer, an instrument or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, instruments in form and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver substance satisfactory to the Company a letter agreement whereby such donee, transferee or distribute confirming that the Transferee agrees to be bound by the same restrictions on terms of this Agreement and accepts the Stockholder rights and obligations as a Shareholder (or Holder, as the case may be) and a party set forth hereunder (including, without limitation, making the representations and warranties set forth in Section 5.2 hereof). Any purported transfer of Notes or Conversion Shares or the Special Share other than in accordance with this Section 3.01(b) and (B) if any filing Agreement by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions. (c) Any attempt to Transfer any Common Stock not in compliance with this Stockholder Agreement Transferor shall be null and void, and the Company shall notrefuse to recognize any such transfer for any purpose and the Registrar shall not reflect in its records any change in record ownership pursuant to any such transfer. Notwithstanding anything to the contrary herein, (a) the terms and conditions set forth in this Section 3.1 shall cause not apply to any transfer agent sale of Notes or Conversion Shares (x) pursuant to an effective registration statement filed pursuant to the Registration Rights Agreement or pursuant to Rule 144 (or any successor provision) under the Securities Act or (y) pursuant to Sections 3.3 or 3.4 (except to the extent that the agreement providing for the sale under Sections 3.3 or 3.4 provides that the terms of Section 3.1 and 3.2 shall apply) and (b) the terms and conditions set forth in Sections 3.3, 3.4 and 3.5 shall not to, give any effect in apply to Transfers of the Company’s records to such purported TransferSpecial Share.

General Restrictions on Transfer. (a) The Stockholder understands and Investor agrees that the Acquired it shall not, nor permit any of its Affiliates to, Transfer any Investor Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunderto any Person (each, a “Transferee”), except as permitted by this Agreement. The Stockholder agrees it Company shall not transfer upon its Register of Members any Company Shares to any Person prohibited by this Agreement and any purported transfer in violation hereof shall be null and void and of no effect. (b) The Investor shall not Transfer any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Company Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreement. (bc) The Stockholder agrees that it will For so long as any Investor Nominee serves on the Board of Directors, the Investor shall not, nor permit any of its Affiliates to, Transfer any Company Shares other than during the period commencing on the day “trading windows” applicable to directors of the consummation Company (other than Transfers to Affiliates of the Merger and ending one hundred eighty Investor made in accordance with this Agreement). (180d) days after No Transfer of Investor Shares by the day of the closing of the Merger Investor shall be effective unless (i) Transfer any of the Acquired Shares, including, without limitation, pursuant certificates representing such Investor Shares issued to the registration rights Transferee shall bear the legend set forth in Article 5 hereofSection 4.01 of the Share Purchase Agreement, or and (ii) enter into any swap or other arrangement that transfers the Transferee shall have executed and delivered to anotherthe Company, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift condition precedent to such Transfer, an instrument or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, instruments in form and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver substance satisfactory to the Company a letter agreement whereby such donee, transferee or distribute confirming that the Transferee agrees to be bound by the same restrictions on terms of this Agreement and the Stockholder as obligations set forth hereunder; provided, that the terms and conditions set forth in this Section 3.01(b3.01(d) and (B) if shall not apply to any filing by any party (donor, donee, transferor or transferee) sale of Investor Shares pursuant to an effective registration statement under Section 16(a) of the Securities Exchange Act of 1934Act, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after pursuant to Rule 144 promulgated under the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictionsSecurities Act. (ce) Any attempt Notwithstanding the Lock-Up Period, any Transfer of Investor Shares to Transfer any Common Stock an Affiliate of the Investor (provided such Affiliate is not in compliance with this Stockholder Agreement an eLong Adverse Person) shall be null and void, and permitted if such Affiliate agrees in writing for the benefit of the Company and Expedia to be bound by the terms of this Agreement and only so long as such person continues to be an Affiliate of the Investor and no such Transfer shall not, and shall cause any transfer agent not to, give any effect in relieve the Company’s records to such purported TransferInvestor of its obligations under this Agreement.

General Restrictions on Transfer. (a) The Stockholder understands At any time when any of the Securities remain outstanding, the Investor acknowledges and agrees that the Acquired Shares have it (or any Permitted Transferee) will not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not voluntarily or involuntarily Transfer any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreement. (b) The Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to anotherSecurities, in whole or in part, any without the prior written consent of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause Company except (i) to a Permitted Transferee in accordance with the procedures set forth in this Section 3.1, (ii) in accordance with the procedures set forth in Section 3.2 or (iii) in accordance with the procedures set forth in Section 3.3(e). For the avoidance of doubt, all issued and outstanding Securities, if Transferred pursuant to this Section 3.1 or Section 3.2, may only be Transferred together and in their entirety. (b) A Transfer of all of the then issued and outstanding Securities by the Investor (i) to a Permitted Transferee at any time or (ii) above in accordance with Section 3.3(e) shall, in each case, not be subject to Section 3.2. (c) In the event of a Transfer or attempted Transfer of any of the Securities (i) in violation of this Agreement or (ii) in accordance with Section 3.3(e), the rights of the Investor set forth in Article II will immediately be of no further force or effect and the Investor shall promptly cause the Investor Director to resign from the Board. (d) Prior to the consummation of any Transfer of the Securities by the Investor that is permitted pursuant to be settled by delivery the terms and conditions of such Common Stock this Agreement (other than a pledge of, or assignment of a security interest in, the Securities as collateral for loans or other securities, credit extended to the Investor by a Lender or a Transfer in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2accordance with Section 3.3(e)), (3) or (4), (A) each donee, the Investor will cause the transferee or distributee shall thereof to execute and deliver to the Company a letter an agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on terms and conditions of this Agreement, which shall be in form and substance reasonably acceptable to the Stockholder Company. Except as set forth in this Section 3.01(b3.1, upon any Transfer by the Investor of all of its then issued and outstanding Securities in accordance with the terms of this Agreement, the transferee thereof will be substituted for, and will assume all the rights and obligations under this Agreement of, the Investor; provided, that if the Transfer is not made to a Permitted Transferee, then any such transferee shall not be entitled to enforce the rights of the Investor set forth in Article II which will immediately be of no further force or effect and the Investor shall promptly cause the Investor Director to resign from the Board. (e) Notwithstanding any other provision of this Agreement, the Investor agrees that it will not, directly or indirectly, Transfer the Securities (i) except as permitted under the Securities Act and other applicable federal or state securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act, (Bii) if it would cause the Company or any filing by any party (donor, donee, transferor or transferee) of its subsidiaries to be required to register as an investment company under Section 16(a) of the Securities Exchange Investment Company Act of 19341940, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after iii) if it would cause the expiration assets of the 180-day period referred Company or any of its subsidiaries to above)be deemed plan assets as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company. In any event, such party shall provide to the Company may refuse the Transfer to any Person if such Transfer would have a copy material adverse effect on the Company as a result of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictionsany regulatory or other restrictions imposed by any Governmental Authority. (cf) Any attempt to Transfer any Common Stock not or attempted Transfer of the Securities in compliance with violation of this Stockholder Agreement shall will be null and void, no such Transfer will be recorded on the Company’s books and the purported transferee in any such Transfer will not be treated (and the purported transferor will continue be treated) as the owner of the Securities for all purposes of this Agreement. (g) Notwithstanding anything contained herein to the contrary or otherwise, the Investor may at any time pledge or assign a security interest in the Securities to any Lender to secure loans or other credit extended to the Investor by such Lender and the Company hereby agrees at any time during which Loans Obligations owing by the Investor to such Lender shall notremain outstanding to make any and all payments on account of the Securities to one or more accounts designated in writing by such Lender; provided that no such pledge or assignment shall release the Investor from any of its obligations hereunder or substitute any such pledgee or assignee for the Investor as a party hereto. In addition, and for clarification, while the Investor shall cause any transfer agent not to, give any effect be permitted to pledge or assign a security interest in the Company’s records Securities as collateral for Loan Obligations, any such Lender shall not be considered to be a Permitted Transferee upon the disposition or foreclosure of any such purported Transfersecured interest, which transfer shall be subject to the provisions set forth in Section 3.3(e). In no event shall any such Lender be entitled to enforce the rights of the Investor set forth in Article II and upon any such disposition or foreclosure of any such secured interest, the rights of the Investor set forth in Article II will immediately be of no further force or effect and the Investor shall promptly cause the Investor Director to resign from the Board.

General Restrictions on Transfer. (a) The Each Stockholder understands and agrees that the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The such Stockholder agrees it shall not Transfer not, either directly or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a security interest in or lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of (any of the Acquired Shares (foregoing actions, to "Transfer" and, any offer, sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or solicit lien, encumbrance, donation, contribution, placing in trust or other disposition, a "Transfer") any offers in respect of Shares, or any Transfer of the Acquired Shares)interest therein, except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in a transaction that is specifically permitted by this Stockholder Agreement. (b) The Stockholder agrees that it will notAny attempt to Transfer any Shares, during or any interest therein, which is not in compliance with this Agreement shall be null and void ab initio, and neither the period commencing on Company nor any transfer agent shall give any effect in the day Company's stock records to such attempted Transfer. (c) Notwithstanding any other provision of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger this Agreement, no Transfer may be made pursuant to this Agreement unless: (i) such Transfer any complies in all respects with the appli cable provisions of the Acquired Sharesthis Agreement and applicable federal and state securities laws, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or Securities Act; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that except in the case of any transfer or distribution a Transfer pursuant to clause (2)a Public Offering or Rule 144, (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Transferee agrees in writing with the Company a letter agreement whereby such donee, transferee or distribute agrees and the other Stockholders to be bound by the terms and conditions of this Agreement with respect to the Shares Transferred to such Transferee to the same restrictions on extent as the Stockholder who originally held such Shares is or was bound hereby (whereupon such Transferee shall be entitled to the same rights as set forth such Stockholder who originally held such Shares had with respect to such Shares and shall be deemed to be a Stockholder (including, if applicable, an Investor Group Stockholder) for all purposes hereunder with respect to such Shares); (iii) if requested by the Company, in this Section 3.01(bits sole discretion, an opinion of counsel to such transferring Stockholder shall be supplied to the Company, at such transferring Stockholder's expense, to the effect that such Transfer complies with applicable federal and state securities laws; and (iv) each of the Cypress Group and Scotsman Partners either (A) reasonably determines that such Transfer will not result in (1) a default or event of default with respect to any indebtedness of the Company or any of its subsidiaries, (2) any other event requiring or permitting any indebtedness of the Company or any of its subsidiaries to become due and payable prior to its stated date of maturity or (3) any other event requiring the Company or any of its subsidiaries to make an offer to purchase or to redeem any indebtedness of the Company or any of its subsidiaries or permitting any holder of any such indebtedness to sell to the Company or to cause the Company to redeem any such indebtedness, in each case prior to its stated maturity, or (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) each of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily Cypress Group and Scotsman Partners waives in connection with such transfer or distribution its sole discretion its right to make a determination under clause (other than a filing on Form 5 made after the expiration of the 180-day period referred to A) above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions. (c) Any attempt to Transfer any Common Stock not in compliance with this Stockholder Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s records to such purported Transfer.

General Restrictions on Transfer. (a) The Stockholder understands and agrees that Except as otherwise provided in this Agreement, no Member may (i) Transfer all or any part of the Acquired Shares have not been registered under Units held by it, or any interest therein, to any Person, or (ii) hypothecate, pledge, grant any option to purchase or security interest in, place in trust, or create or suffer to exist any Lien on, all or any part of the Securities Act and are restricted securities under Units held by it, or any interest therein, in each case unless such Member has complied with the Securities Act provisions of Section 9.02 below and the rules and regulations promulgated thereunder. The Stockholder agrees it Board of Managers has consented to such Transfer in writing, which consent shall not be unreasonably withheld or delayed. Any Transfer any or attempted Transfer or action or attempted action described in clause (ii) of the Acquired Shares foregoing sentence, in each case in contravention of the foregoing sentence or any other provision of this Agreement, shall be null and void ab initio and ineffective to transfer any Unit, or any interest therein, and shall not bind, or be recognized by, or on the books of, the Company, and any Transferee in such transaction shall not be or be treated as or deemed to be a Member (or solicit any offers in respect an assignee within the meaning of any Transfer Section 18-702 of the Acquired Shares), except in compliance with the Securities Act, ) for any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreementpurpose. (b) The Stockholder agrees that it will notCompany shall not be required to recognize any Transfer of Units until the instrument conveying such Units, during the period commencing on the day of the consummation of the Merger in form and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant substance reasonably satisfactory to the registration rights set forth in Article 5 hereofCompany, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver has been delivered to the Company a letter agreement whereby at its principal office for recordation on the books of the Company. The Company shall be entitled to treat the record owner of any Units as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such doneeowner until such time as the instrument conveying such Units, transferee or distribute agrees in form and substance reasonably satisfactory to be bound the Company, has been received and accepted by the same restrictions Company and recorded on the Stockholder as set forth in this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) books of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions. (c) Any attempt to In connection with any Transfer of Units by any Common Stock not Member made in compliance accordance with this Stockholder Agreement Section 9.01, the Unit Register shall be null and voidamended to reflect such Transfer (and, to the extent necessary, the admission of each additional Member (if any) to the Company), and any such amendment may be effected by the Company shall notBoard of Managers or any one or more Officers without any vote, and shall cause any transfer agent not toconsent, give any effect in approval or other action of the Company’s records to such purported TransferMembers.

General Restrictions on Transfer. (a) The Stockholder understands and Except as permitted under Section 4.01(b) or in accordance with the procedures described in Section 4.02, each Shareholder agrees that the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not such Shareholder will not, directly or indirectly, voluntarily or involuntarily Transfer any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired its Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreement. (b) The Stockholder agrees that it will notprovisions of Section 4.01(a) and Section 4.02, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to any Transfer by any Shareholder of any of its Shares to a Permitted Transferee. (1c) transactions relating In addition to any legends required by Applicable Law, each certificate representing the Shares shall bear a legend substantially in the following form: “The shares represented by this certificate are subject to the provision of Common Stock or other securities acquired in open market transactions after a Shareholders’ Agreement, which Shareholders’ Agreement contains restrictions on the closing right of the Mergerholder to sell, (2) transfers assign, transfer, dispose of, donate or otherwise deal with the shares represented by this certificate. Notice of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers terms and conditions of the Acquired Shares or any security convertible into Shareholders’ Agreement is hereby given.” (d) Prior notice shall be given to the Acquired Shares to affiliates, and (4) distributions of Company by the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case transferor of any transfer Transfer (whether or distribution pursuant not to clause (2)a Permitted Transferee) of any Shares. Before consummation of any Transfer by any Shareholder of any of its Shares, (3) or (4), (A) each donee, such party shall cause the transferee or distributee shall thereof to execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute agrees Joinder Agreement and agree to be bound by the same restrictions on the Stockholder as set forth in terms and conditions of this Section 3.01(b) and (B) if Agreement. Upon any filing Transfer by any party Shareholder of any of its Shares in accordance with the terms of this Agreement, the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. (donore) Notwithstanding any other provision of this Agreement, doneeeach Shareholder agrees that it will not, transferor directly or transferee) indirectly, Transfer any of its Shares, except as permitted under Section 16(a) of the Securities Exchange Act of 1934and other applicable provincial or territorial securities laws, as amendedand then, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after if requested by the expiration of the 180-day period referred to above)Company, such party shall provide only upon delivery to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees an opinion of counsel in form and consents substance satisfactory to the entry Company to the effect that such Transfer may be effected without filing a preliminary prospectus and a prospectus under the Securities Act (or other applicable provincial or territorial legislation). In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictionsany regulatory or other restrictions imposed by any Governmental Authority. (cf) Any attempt Shareholder and any Affiliate thereof shall have the right to Encumber: (i) exclusively the economic rights (and not, for the avoidance of doubt, the voting rights) attached to or included in any Shares, and (ii) any direct or indirect interest of such Shareholder’s parent in such Shareholder, in each case without the consent of any other Shareholder and for any purposes, including as security for any present or future indebtedness of such Shareholder or any Affiliate thereof, provided, however, that any Transfer of any Common Stock not Shares, in compliance any case as a result of foreclosure or other exercise of remedies with respect to any such Encumbrance shall be subject to the other provisions in this Stockholder Article 4. (g) Any Transfer or attempted Transfer of any Shares in violation of this Agreement shall be null and void, and the Company no such Transfer shall not, and shall cause any transfer agent not to, give any effect in be recorded on the Company’s records to books and the purported transferee in any such Transfer shall not be treated (and the purported Transfertransferor shall continue be treated) as the owner of such Shares for all purposes of this Agreement.

General Restrictions on Transfer. (a) The Stockholder understands Except as otherwise contemplated by Section 7.02 or Section 7.03, each Member agrees, without the prior written consent of the other Member (which consent may be withheld for any reason or for no reason), not to offer, transfer, sell or otherwise dispose of (each, a "Transfer") any or all of its ownership interests in the Company (the "Interests") (or any interest therein). Except as required by Section 7.01(b), no Transfer may be proposed on or prior to December 31, 1997. Any purported Transfer in violation of the foregoing, other than in compliance with this Agreement, shall be null and void. Each Member agrees that the Acquired Shares have not been registered under the Securities Act to pledge, hypothecate, grant a security interest in or otherwise encumber any or all of its Interests (or any interest therein), and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not Transfer any attempt to do any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws foregoing shall be null and the restrictions on Transfer contained in this Stockholder Agreementvoid. (b) The Stockholder agrees that Notwithstanding subsection (a) hereof, but subject to Section 7.02 hereof, if at any time a Mandatory Sale Condition (as hereinafter defined) exists with respect to a Member, such Member may Transfer the least amount of its Interests required for it will not, during to comply with the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger Mandatory Sale Condition. A Mandatory Sale Condition shall be deemed to exist if (i) Transfer the continued ownership by such Member of all or any portion of the Acquired SharesInterests then owned by such Member is prohibited (a "Prohibition") by any federal or national law of the United States of America or The Netherlands or by any rule, includingregulation, without limitation, pursuant to order or decree of any federal or national governmental or administrative body in the registration rights set forth in Article 5 hereof, United States of America or The Netherlands ("Applicable Law") and (ii) enter into any swap or such Member has delivered to the other arrangement that transfers to anotherMember an opinion of counsel, in whole or in partform and substance satisfactory to the other Member, any of reaching the economic consequences of ownership of the Acquired Shares, whether any such transaction described conclusion set forth in clause (i) hereof, stating that no governmental procedure or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on the Stockholder as set forth in this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution alternative method (other than a filing on Form 5 made after the expiration sale of the 180-day period referred Interests or another procedure or method that would have a burdensome effect on it) is available to above)such Member to obtain waiver of, approval under or exemption from the Applicable Law or that such party shall provide waiver, approval or exemption, upon application therefor duly made by such Member, has been finally denied by the applicable governmental authority, and stating the amount of the Interests required to be sold by such Member. A Prohibition may arise from a change in Applicable Law (including the Company revision or reinterpretation of current Applicable Law) or a copy change in the nature of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry business of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions. (c) Any attempt to Transfer any Common Stock not in compliance with this Stockholder Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s records to such purported Transfer.

General Restrictions on Transfer. (a) The Stockholder understands and Except as permitted pursuant to Section 8.02 or in accordance with the procedures set forth in Section 8.03, no Member shall Transfer all or any portion of its Membership Interest in the Company. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. (b) Notwithstanding any other provision of this Agreement (including Section 8.02), each Member agrees that it will not Transfer all or any portion of its Membership Interest in the Acquired Shares have Company, and the Company agrees that it shall not been registered issue any Membership Interests, except as permitted under the Securities Act and are restricted other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership Interests, only upon delivery to the Company of an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not Transfer any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreement. (b) The Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on the Stockholder as set forth in this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions. (c) Any attempt to Transfer or attempted Transfer of any Common Stock not Membership Interest in compliance with violation of this Stockholder Agreement shall be null and void, void ab initio. No such Transfer shall be recorded on the Company’s books; and the Company purported Transferee in any such Transfer shall notnot be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall cause not be deemed a sale, transfer, assignment or other disposal of any transfer agent not to, give any effect less than all of the rights and benefits described in the Company’s records definition of the term “Membership Interest,” unless otherwise explicitly agreed to by the parties to such purported Transfer.

General Restrictions on Transfer. (a) The Stockholder understands and agrees that No Transfer may be made by any Member of all or any part of its Membership Interest in the Acquired Shares have not been registered under Company without the Securities Act and are restricted securities under written consent of all Managing Members. No Managing Member, without the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it prior written consent of each other Managing Member, shall not Transfer permit to be made by any Affiliate of the Acquired Shares (or solicit any offers in respect of any a Member a Transfer of the Acquired Shares), except all or any part of such Affiliate's direct or indirect ownership interest in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreement.such Member. 34 28 (b) The Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in In the case of permitted Transferees, any transfer or distribution pursuant to clause Transferee of a Membership Interest (2), (3including an Affiliate of the transferor) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company be admitted as a letter agreement whereby Member only after such donee, transferee or distribute Transferee agrees to assume all obligations of the transferor hereunder and otherwise be bound by the same restrictions on the Stockholder as set forth in provisions of this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictionsAgreement. (c) Any attempt Person that becomes a Member after the date hereof, by becoming a Member, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company prior to the date such Person became a Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments as may have been executed and delivered on behalf of the Company prior to such date and which are in force and effect on such date. (d) Each Transfer of all or a part of a Membership Interest (other than any Common Stock not Transfer of all or part of a Membership Interest or any interest therein upon foreclosure of a security interest created in compliance with this Stockholder Agreement such Membership Interest) to a permitted Transferee shall be null entitle such Transferee to share in such Net Profits and voidNet Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar item to which the transferor was entitled, but only to the extent of the transferred Membership Interest. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company shall notthrough voting or otherwise and any other rights exercisable by a Member or, and shall cause any transfer agent not to, give any effect in the Company’s records case of a Transfer by a Managing Member, such Managing Member, subject to the compliance of such purported TransferTransferee with the provisions of paragraph (b) above and the admission of such Transferee as a Member.

General Restrictions on Transfer. (a) The Stockholder understands Subject to Applicable Law, Ordinary Shares are not Transferable by the holders thereof without the consent of the other Shareholders, unless (i) at the time of and as a condition to any such Transfer, the transferee agrees that to comply with the Acquired Shares have not been registered under restrictions and obligations set forth in this Agreement as if it were the Securities Act transferor by executing an Adherence Agreement and are restricted securities under (ii) prior to the Securities Act and consummation of an IPO, Freeport complies with Clause 11.2 with respect to any Transfer by Freeport to a Person other than (A) a Qualifying Mining Company or (B) any of Freeport’s Affiliates; (iii) prior to the rules and regulations promulgated thereunderconsummation of an IPO, Inalum Group complies with Clause 11.2 with respect to any Transfer by Inalum Group to a Person other than any of Inalum Group’s Affiliates. The Stockholder agrees it provisions of Clause 11.2 shall not terminate upon the consummation of an IPO and thereafter the Parties shall be free to Transfer any their Ordinary Shares, subject to clause (i) of the Acquired preceding sentence to the extent the transferee of such Ordinary Shares (or solicit shall be assigned any offers in respect of any Transfer rights of the Acquired Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreementtransferring Party hereunder. (b) The Stockholder agrees that it will notNotwithstanding any other provision of this Agreement, during the period commencing on the day Company must not register a Transfer of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Ordinary Shares to affiliatesany person who is not a Party (each such person, an “Incoming Shareholder”) in its shareholders register, unless and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided until that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute person executes and deliver delivers to the Company an Adherence Agreement. (c) The Parties acknowledge and agree that, upon the delivery to the Company of an Adherence Agreement executed by the Incoming Shareholder, the Incoming Shareholder shall be deemed to be a letter agreement whereby such donee, transferee or distribute agrees party to and to be bound by the same restrictions on the Stockholder this Agreement as set forth in this Section 3.01(b) a Shareholder, and shall accordingly (B) if without prejudice to any filing by any party (donor, donee, transferor or transferee) under Section 16(a) antecedent liabilities of the Securities Exchange Act transferor of 1934the Ordinary Shares acquired by the Incoming Shareholder (if applicable)) be entitled to all rights available to, as amendedand bound by all obligations applicable to, a holder of the class of shares in the Company acquired by the Incoming Shareholder and shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide otherwise bound by and entitled to the Company a copy benefit of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictionsthis Agreement. (cd) Any attempt to Transfer any Common Stock Ordinary Shares not in compliance with this Stockholder Agreement shall be null and voidvoid ab initio, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such purported attempted Transfer.

General Restrictions on Transfer. (a) The Stockholder understands Except as specifically provided in this Agreement, and agrees that the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not Transfer any of the Acquired Shares (or solicit any offers except for transfers to a Permitted Transferee as provided in respect of any Transfer of the Acquired SharesSection 2(c), except no Stockholder shall sell or transfer in any manner shares of such Stockholder’s Stock by sale or other disposition, or give or in any way create in any person or entity any option, warrant or other right to acquire all or any portion of such Stockholder’s Stock, or bequeath shares of Stock by will or the laws of descent and distribution, and no such sale, transfer, bequest, gift or other disposition of shares by a Stockholder shall be effective to vest any right, title or ownership in any transferee, personal representative, executor, heir, legatee, devisee or any person or entity which takes such shares by operation of law or otherwise, unless (i) such transferee agrees in writing at the time of such transfer, in a form satisfactory to the Company, to be bound by the terms of this Agreement and (ii) such transfer is otherwise in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in requirements of this Stockholder Agreement. (b) The Except as specifically provided in this Agreement, and except for transfers to a Permitted Transferee as provided in Section 2(c), no Stockholder agrees that it will notshall pledge, during the period commencing on the day assign, hypothecate or otherwise encumber in any manner whatsoever any shares of the consummation Stockholder’s Stock, nor shall any Stockholder transfer any shares of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Sharessuch Stock by exchange, including, without limitation, gift or pursuant to the registration rights set forth in Article 5 hereofany pledge, assignment, hypothecation or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on the Stockholder as set forth in this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictionsencumbrance. (c) Any attempt Notwithstanding the restrictions on sales, transfers, bequests, gifts, other dispositions, pledges, assignments, hypothecation or encumbrances of shares of Stock set forth in this Agreement, each Stockholder shall have the right to Transfer sell, give or otherwise transfer his or her shares of Stock to Permitted Transferees. For purposes of this Section 2(c), the term “Permitted Transferee” shall mean with respect to a Stockholder, his or her spouse and children or a trust, limited liability company, limited liability partnership or other entity the beneficiaries of which shall include only the Stockholder and his or her spouse, children and other descendants. As a condition precedent to the transfer of any Common shares of Stock not in compliance with this Stockholder Agreement to a Permitted Transferee, the Permitted Transferee shall be null required to become a party to this Agreement by executing and voiddelivering a transfer amendment substantially in the form set forth in Exhibit A hereto (the “Transfer Amendment”). Stockholder approval of the transfer to the Permitted Transferee and of the Transfer Amendment is not required. Upon the execution of a Transfer Amendment by the Permitted Transferee, and the Company shall not, update Schedule I accordingly and shall cause any transfer agent not to, give any effect in the Company’s records provide a copy thereof to such purported Transfereach Stockholder.

General Restrictions on Transfer. (a) The Each Stockholder understands and agrees that the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The such Stockholder agrees it shall not Transfer not, either directly or indirectly, sell, transfer, assign, mortgage, hypothecate, pledge, create a security interest in or lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of any Shares, or any economic or other interest therein (including by means of any participation or swap transaction) (any of the Acquired Shares (foregoing actions, to "Transfer" and, any sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or solicit any offers lien, encumbrance, donation, contribution, placing in respect of any Transfer of the Acquired Shares)trust or other disposition, a "Transfer") except in compliance a transaction in accordance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreement. (b) The Stockholder agrees Any attempt to Transfer any Shares that it will notis not in compliance with this Agreement shall be null and void ab initio, during the period commencing on the day and neither Parent nor any transfer agent shall give any effect in Parent's stock records to such attempted Transfer. (c) Notwithstanding any other provision of the consummation this Agreement, no Transfer of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger Shares may be made pursuant to this Agreement, unless: (i) such Transfer any of the Acquired Sharescomplies in all respects with all applicable federal, state and foreign securities laws, including, without limitation, pursuant to if applicable, the registration rights set forth in Article 5 hereof, or Securities Act; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that except in the case of any transfer a Transfer in connection with a Public Offering or distribution pursuant to clause (2)Rule 144 or to Parent, (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute Transferee agrees in writing to be bound by the terms and conditions of this Agreement with respect to the Shares Transferred to such Transferee to the same restrictions on extent the Stockholder as set forth Transferor of such Shares is or was bound hereby; (iii) except with Parent's consent or in this Section 3.01(bthe case of a Transfer (A) and in connection with a Public Offering, (B) pursuant to Rule 144 or (C) to Parent, a Permitted Transferee or a Cypress Member, such Transfer is not to any Person that, directly or indirectly (including through its Affiliates), competes with Parent or its subsidiaries; and (iv) if any filing requested by any party (donorParent, doneein its sole discretion, transferor or transferee) under Section 16(a) an opinion of the Securities Exchange Act of 1934, as amended, counsel to such Transferee shall be required or shall be made voluntarily in connection with supplied to Parent, at such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above)Transferee's expense, such party shall provide to the Company a copy of effect that such filing at least three (3) Business Days prior to filing. The Stockholder agrees Transfer complies with all applicable federal, state and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictionsforeign securities laws. (c) Any attempt to Transfer any Common Stock not in compliance with this Stockholder Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s records to such purported Transfer.

General Restrictions on Transfer. (a) The Stockholder understands and agrees that the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall A Member may not Transfer all or any portion of its Equity Interests to any Person; provided, that without the consent of the Acquired Shares Managers or any other Member: (i) any Member may Transfer all or solicit any offers in respect a portion of any Transfer its Equity Interests to one or more of the Acquired Shares), except in its Permitted Transferees; (ii) subject to compliance with the Securities Actterms and conditions of Section 9.3, Section 9.5 and Section 9.6, any other applicable securities Member may Transfer all or “blue sky” laws a portion of its Equity Interests to any Person; (iii) SLH shall have the right to, at any time elect by delivery of written notice to the Company and the restrictions on other Members, initiate, cause or effectuate a Sale of the Company in accordance with the provisions of Section 9.4 (any such transaction, an “Approved Sale”), and, in the event that SLH elects to initiate, cause or effectuate an Approved Sale in accordance herewith, the terms and conditions of Section 9.3 and Section 9.5 shall not apply with respect thereto; and (iv) the Members may effect a Transfer contained in this Stockholder Agreementaccordance with Section 3.2(f)(iii). (b) The Stockholder agrees that it will notAny Transfer by a Member of its Equity Interests to a Transferee in accordance with this Agreement shall transfer to such Transferee all of such Member’s rights and obligations under this Agreement (including its right to appoint Managers, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitationif any, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwiseSection 8.3(a)). The foregoing sentence shall not apply to (1) transactions relating to shares Transferee of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that Member’s Equity Interests in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver Company may be admitted to the Company as a letter agreement whereby such donee, transferee or distribute agrees to be bound by Substituted Member upon the same restrictions on prior consent of the Stockholder Board of Managers. Unless a Transferee of a Member’s Equity Interests in the Company is admitted as set forth in a Substituted Member under this Section 3.01(b) and (B) if any filing by any party (donor9.2, donee, transferor or transferee) under Section 16(a) it shall have none of the Securities Exchange powers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. No Transferee of 1934, as amended, a Member’s Equity Interests shall be required or become a Substituted Member unless such Transfer shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictionsthis Section 9.2 and Section 9.6. (c) Any attempt to Upon the Transfer any Common Stock not of all the Equity Interests in compliance with this Stockholder Agreement the Company of a Member and effective upon the admission of its Transferee as a Substituted Member, the Transferor shall be null and voiddeemed to have withdrawn from the Company as a Member. (d) Upon the death, and disability, dissolution, resignation or withdrawal in contravention of Section 10.1, or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall not, and shall cause any transfer agent not to, give any effect have the right to treat such Member’s successor(s)-in-interest as assignee(s) of such Member’s Equity Interests in the Company, with none of the powers of a Member hereunder and with only such rights of an assignee under the Act as are consistent with this Agreement. For purposes of this Section 9.2(d), if a Withdrawing Member’s records Equity Interests in the Company are held by more than one Person (for purposes of this clause (d), the “Assignees”), the Assignees shall appoint (by delivery of written notice to the Company) one Person with full authority to accept notices and distributions with respect to such purported Equity Interests in the Company on behalf of the Assignees and to bind them with respect to all matters in connection with the Company or this Agreement. (e) Upon request of the Company, each Member agrees to provide to the Company information regarding its adjusted tax basis in its Equity Interests along with documentation substantiating such amount, and any other information, documentations and certifications necessary for the Company to comply with Section 743 of the Code and the Regulations thereunder. (f) The Company shall reflect each Transfer and admission authorized under this Article 9 by preparing an amendment or an amendment and restatement, as applicable, to this Agreement, dated as of the date of such Transfer, to reflect such Transfer or admission.

General Restrictions on Transfer. (a) The Each Stockholder understands and agrees that the Acquired Shares Company Securities held by it on the date hereof have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunderAct. The No Stockholder agrees it shall not Transfer any of the Acquired Shares Company Securities (or solicit any offers in respect of any Transfer of the Acquired Sharesany Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the any restrictions on Transfer contained in this Stockholder AgreementAgreement or any other provisions set forth in any other agreements or instruments pursuant to which such Company Securities were issued. (b) The Notwithstanding anything in this Agreement to the contrary, no Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) shall Transfer any of the Acquired Shares, including, without limitation, pursuant Company Securities to the registration rights set forth any Person unless such transferee shall have agreed in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute agrees writing to be bound by the same restrictions on terms of this Agreement by executing a Joinder Agreement (unless such transferee is already so bound) or otherwise agree to be bound by the Stockholder as set forth in terms of this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with Agreement applicable to such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictionsStockholder. (c) Any Notwithstanding anything in this Agreement to the contrary, at any time prior to an IPO and for a period of three (3) years from the date hereof, except in connection with (i) a Drag-Along Sale, (ii) a Tag-Along Sale, (iii) a Transfer pursuant to a Permitted Transferee pursuant to Section 3.02, (iv) a Charitable Transfer or (iv) a Transfer approved by the Board, no Stockholder (other than any Advent Holder) shall Transfer any Company Securities. (d) Notwithstanding anything in this Agreement to the contrary, any attempt to Transfer any Common Stock Company Securities not in compliance with this Stockholder Agreement shall be null and voidvoid and have no force or effect, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Companysuch entity’s share records to such purported attempted Transfer. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and in the best interests of the Company.

General Restrictions on Transfer. (a) The Stockholder understands Notwithstanding anything to the contrary in this Agreement, (i) no transferee of any Unit(s) received pursuant to a Transfer (but excluding transferees that were Limited Partners immediately prior to such a Transfer, who shall automatically become a Limited Partner with respect to any additional Units they so acquire) shall become a Limited Partner in respect of or be deemed to have any ownership rights in the Unit(s) so Transferred unless the purported transferee is admitted as a Limited Partner as set forth in Section 11.4 and agrees that (ii) unless waived by the Acquired Shares have not been registered Partnership, no Limited Partner may Transfer any Units (except pursuant to an effective registration statement under the Securities Act or to members of such Limited Partner’s Family Group without consideration (but only if the Partnership has received from the transferor written evidence that is reasonably satisfactory to the Partnership demonstrating that such Transfer is to a member of such Limited Partner’s Family Group without consideration)) without, at the Partnership’s request, first delivering to the Partnership an opinion of counsel reasonably acceptable in form and are restricted securities substance to the Partnership (which counsel will be reasonably acceptable to the Partnership) that registration under the Securities Act and the rules and regulations promulgated thereunderis not required in connection with such Transfer. The Stockholder agrees it Partnership shall not Transfer any of modify the Acquired Shares (or solicit any offers in respect Limited Partners Schedule from time to time to reflect the admittance of any Transfer of the Acquired Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreementsuch Limited Partner. (b) The Stockholder agrees Following a Transfer of any Unit(s) that it will notis permitted under this Article XI, during the period commencing on the day transferee of the consummation of the Merger and ending one hundred eighty (180such Unit(s) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant shall succeed to the registration rights set forth Capital Account associated with such Unit(s) and shall receive allocations and distributions under Articles VI, VII, VIII and X in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery respect of such Common Stock or Unit(s). Notwithstanding the foregoing, Profits, Losses and other securities, in cash or otherwise. The foregoing sentence shall not apply items will be allocated between the transferor and the transferee according to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on the Stockholder as set forth in this Code Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions706. (c) Any attempt Limited Partner who Transfers all his or its Units (i) shall cease to Transfer any Common Stock not in compliance with this Stockholder Agreement shall be null and voida Limited Partner upon such Transfer, and (ii) shall no longer possess or have the Company shall not, and shall cause power to exercise any transfer agent not to, give any effect in rights or powers of a Limited Partner of the Company’s records to such purported TransferPartnership.

General Restrictions on Transfer. (a) The Stockholder understands and Each Existing ----------------------------------- Shareholder agrees that the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it such Existing Shareholder shall not Transfer not, either directly or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a security interest in or lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of (any of the Acquired Shares (foregoing actions, to "Transfer" and, any offer, sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or solicit lien, encumbrance, donation, contribution, placing in trust or other disposition, a "Transfer") any offers in respect of Shares, or any Transfer of the Acquired Shares)interest therein, except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in a transaction that is specifically permitted by this Stockholder Agreement. (b) The Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on the Stockholder as set forth in this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions. (c) Any attempt to Transfer any Common Stock Shares, or any interest therein, which is not in compliance with this Stockholder Agreement shall be null and void, and the void ab initio. The Company shall notnot permit, and shall cause any transfer agent not to--------- to permit, any Transfer of Shares in violation of this Agreement. Neither the Company nor any transfer agent shall give any effect in the Company’s 's stock records to such purported attempted Transfer. (c) Notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this Agreement unless: (i) such Transfer complies in all respects with the applicable provisions of this Agreement and applicable federal and state securities laws, including, without limitation, the Securities Act; (ii) except in the case of a Transfer pursuant to Section 2.2(a)(iv), 2.2(a)(v) or 2.2(c), the Transferee agrees in writing with the Company and the other Shareholders to be bound by the terms and conditions of this Agreement with respect to the Shares Transferred to such Transferee to the same extent as the Existing Shareholder who originally held such Shares is or was bound hereby (whereupon such Transferee shall be entitled to the same rights as such Existing Shareholder who originally held such Shares had with respect to such Shares and shall be deemed to be an Existing Shareholder for all purposes hereunder with respect to such Shares).

General Restrictions on Transfer. (a) The Stockholder understands and No Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Manager. No Transfer of Security Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 2.03 hereof. (b) Notwithstanding any other provision of this Agreement (including Section 6.02), each Member agrees that it will not Transfer all or any portion of its Membership Interest in the Acquired Shares have Company, and the Company agrees that it shall not been registered issue any Security Interests: (i) except as permitted under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not Transfer any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares), except in compliance with the Securities Act, any other applicable federal or state securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreement.sky laws; (b) The Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap if such Transfer or other arrangement that transfers to another, in whole issuance would affect the Company's existence or in part, any of qualification as a limited liability company under the economic consequences of ownership of Delaware Act; (iii) if such Transfer or issuance would cause the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is Company to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply required to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after register as an investment company under the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Investment Company a letter agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on the Stockholder as set forth in this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 19341940, as amended, shall be required ; or (iv) if such Transfer or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after issuance would cause the expiration assets of the 180-day period referred Company to above), such party shall provide to be deemed "Plan Assets" as defined under the Company a copy Employee Retirement Income Security Act of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with 1974 or its accompanying regulations or result in any "prohibited transaction" thereunder involving the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions. (c) Any attempt to Transfer or attempted Transfer of any Common Stock not Security Interest in compliance with violation of this Stockholder Agreement shall be null and void, no such Transfer shall be recorded on the Company's books, and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Membership Interest for all purposes of this Agreement. (d) Except as provided in Section 2.04(b), no Transfer (including a Permitted Transfer) of Security Interests to a Person not already a Member of the Company shall notbe deemed completed until the prospective Transferee (including a Permitted Transferee) is admitted as a Member of the Company in accordance with Section 2.03(b) hereof. (e) For the avoidance of doubt, any Transfer of a Security Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Security Interest in its entirety as intended by the parties to such Transfer, and shall cause not be deemed a sale, transfer, assignment, or other disposal of any transfer agent not to, give any effect less than all of the rights and benefits described in the Company’s records definition of the term "Security Interest," unless otherwise explicitly agreed to by the parties to such purported Transfer.

General Restrictions on Transfer. (a) The Stockholder understands and agrees that the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it Except as set forth below, no Member shall not Transfer any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares)Interests, except in compliance accordance with the Securities Act, terms and conditions of this Agreement and any other applicable securities or “blue sky” laws and the restrictions on such Transfer contained in this Stockholder Agreement. (b) The Stockholder agrees that it will not, during the period commencing on the day violation of the consummation terms of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on the Stockholder as set forth in this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions. (c) Any attempt to Transfer any Common Stock not in compliance with this Stockholder Agreement shall be null and void. Before any Person shall be admitted to the Company as a successor to a Member, the transferee shall execute an Agreement to be Bound and shall execute such other documents as may be reasonably requested by the Board, including, if requested by a Manager, an opinion of counsel, in form and substance satisfactory to the Board, to the effect that (i) such Transfer would not violate the Securities Act or any state securities or blue sky laws applicable to the Company, (ii) such Transfer would not cause the Company to be considered a publicly traded partnership under Section 7704(b) of the Code; (iii) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes; and (iv) such Transfer would not require the Company to register as an investment adviser under the Investment Advisers Act of 1940 or as an investment company under the Investment Company Act of 1940. (b) Notwithstanding anything to the contrary contained herein, the Investor may Transfer all or a portion of its Interests to any Person in its sole discretion, provided, however, that (i) such Transfer would not have any materially adverse tax implications upon the Company or the other Member(s), (ii) unless an Event of Default under the Pre-Delivery Loan Facility or a Sub-Bareboat Charter has occurred and is continuing, the Investor shall not Transfer any of its Interests to a Sponsor Competitor without the prior written consent of the Sponsor, and (iii) no such Transfer shall be recognized by the Company until such transferee has executed an Agreement to be Bound. (c) Notwithstanding anything to the contrary contained in this Agreement, the Sponsor may not Transfer any portion of its Interests without the consent of the Investor. In addition, a Change of Control Transaction shall not, not be permitted without the prior written consent of the two (2) Investor Managers then serving (which consent shall not be unreasonably withheld). The Sponsor acknowledges that a violation of this Section 7.1(c) shall constitute an Event of Default under the Pre-Delivery Loan Facility and shall cause any transfer agent not to, give any effect in the Company’s records to such purported Transfereach Sub-Bareboat Charter.

General Restrictions on Transfer. (a) The Stockholder understands At any time when any of the Securities remain outstanding, the Investor acknowledges and agrees that the Acquired Shares have it (or any Permitted Transferee) will not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not voluntarily or involuntarily Transfer any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreement. (b) The Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, or (ii) enter into any swap or other arrangement that transfers to anotherSecurities, in whole or in part, any without the prior written consent of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause Company except (i) to a Permitted Transferee in accordance with the procedures set forth in this Section 3.1 or (ii) above in accordance with the procedures set forth in Section 3.2. For the BUS_RE/5483002.4 avoidance of doubt, all issued and outstanding Securities, if Transferred pursuant to this Section 3.1 or Section 3.2, may only be Transferred together and in their entirety. (b) A Transfer of all of the then issued and outstanding Securities by the Investor to a Permitted Transferee at any time shall not be subject to Section 3.2. (c) In the event of a Transfer or attempted Transfer of any of the Securities in violation of this Agreement, the rights of the Investor set forth in Article II will immediately be of no further force or effect and the Investor shall promptly cause the Investor Director to resign from the Board. (d) Prior to the consummation of any Transfer of the Securities by the Investor that is permitted pursuant to be settled by delivery the terms and conditions of such Common Stock this Agreement (other than a pledge of, or assignment of a security interest in, the Securities as collateral for loans or other securities, in cash or otherwise. The foregoing sentence shall not apply credit extended to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as Investor by a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2Permitted Transferee), (3) or (4), (A) each donee, the Investor will cause the transferee or distributee shall thereof to execute and deliver to the Company a letter an agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on terms and conditions of this Agreement, which shall be in form and substance reasonably acceptable to the Stockholder Company. Except as set forth in this Section 3.01(b3.1, upon any Transfer by the Investor of all of its then issued and outstanding Securities in accordance with the terms of this Agreement, the transferee thereof will be substituted for, and will assume all the rights and obligations under this Agreement of, the Investor; provided, that if the Transfer is not made to a Permitted Transferee, then any such transferee shall not be entitled to enforce the rights of the Investor set forth in Article II which will immediately be of no further force or effect and the Investor shall promptly cause the Investor Director to resign from the Board. (e) Notwithstanding any other provision of this Agreement, the Investor agrees that it will not, directly or indirectly, Transfer the Securities (i) except as permitted under the Securities Act and other applicable federal or state securities laws, and then, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act, (Bii) if it would cause the Company or any filing by any party (donor, donee, transferor or transferee) of its subsidiaries to be required to register as an investment company under Section 16(a) of the Securities Exchange Investment Company Act of 19341940, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after iii) if it would cause the expiration assets of the 180-day period referred Company or any of its subsidiaries to above)be deemed plan assets as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company. In any event, such party shall provide to the Company may refuse the Transfer to any Person if such Transfer would have a copy material adverse effect on the Company as a result of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictionsany regulatory or other restrictions imposed by any Governmental Authority. (cf) Any attempt to Transfer any Common Stock not or attempted Transfer of the Securities in compliance with violation of this Stockholder Agreement shall will be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in no such Transfer will be recorded on the Company’s records books and the purported transferee in any such Transfer will not be treated (and the purported transferor will continue be treated) as the owner of the Securities for all purposes of this Agreement. (g) Notwithstanding anything contained herein to the contrary or otherwise, the Investor may at any time pledge or assign a security interest in the Securities to secure loans or BUS_RE/5483002.4 other credit extended to the Investor by a Permitted Transferee; provided that no such purported Transferpledge or assignment shall release the Investor from any of its obligations hereunder or substitute any such pledgee or assignee for the Investor as a party hereto. In addition, for clarification, while the Investor shall be permitted to pledge or assign a security interest in the Securities as collateral for loans or other credit extended, any such secured party shall not be considered to be a Permitted Transferee upon the foreclosure or sale in lieu of foreclosure of any such secured interest, which transfer shall be subject to all of the transfer restrictions set forth in Article III. In no event shall any such secured party be entitled to enforce the rights of the Investor set forth in Article II and upon any such foreclosure or sale in lieu of foreclosure of any such secured interest, the rights of the Investor set forth in Article II will immediately be of no further force or effect and the Investor shall promptly cause the Investor Director to resign from the Board.

General Restrictions on Transfer. (a) The Stockholder understands and agrees that Prior to the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not Transfer any fifth anniversary of the Acquired date of this Agreement, no Shares owned by any Management Stockholder nor any interest therein nor any rights relating thereto may be Transferred by such Management Stockholder, except for Transfers of Shares (i) to a Permitted Transferee or solicit any offers in respect of any Transfer as otherwise expressly permitted pursuant to Section 1.2, (ii) to Holdings (or a permitted assignee thereof) pursuant to Section 1 or Section 2 of the Acquired SharesManagement Stockholders’ Agreement, (iii) pursuant to Section 2.1 or Section 2.2 hereof or (iv) authorized in writing by a majority of the members of the Board of Directors of Holdings (the “Board”). From and after the fifth anniversary of the date of this Agreement, except in compliance with addition to the Securities ActTransfers of Shares permitted by the immediately preceding sentence hereof, any other applicable securities a Management Stockholder shall be permitted to Transfer Shares to a bonafide third party purchaser, Holdings or “blue sky” laws and Warburg Pincus, as the restrictions on Transfer contained in this Stockholder Agreementcase may be, pursuant to Section 4 hereof. (b) The Stockholder Prior the fifth anniversary of the date of this Agreement, no Units owned by any Instititutional Investor nor any interest therein nor any rights relating thereto may be Transferred by such Institutional Investor, except for Transfers of Units (i) to a Permitted Assignee, subject to compliance with Section 10.3(b) hereof, (ii) pursuant to tag-along rights granted to such Institutional Investor pursuant to Section 2.1 hereof, it being understood that this clause (ii) shall not permit an Institutional Investor, absent the prior written authorization of the Board, to sell Units pursuant to Section 2.1 as a Selling Stockholder, (iii) pursuant to Section 2.2 hereof, (iv) authorized in writing by a majority of the members of the Board or (v) by Warburg Pincus pursuant to Section 1.1(c) below. From and after the fifth anniversary of the date of this Agreement, and subject to the immediately following sentence hereof, in addition to the Transfers of Units permitted by the immediately preceding sentence hereof, an Institutional Investor shall be permitted to Transfer Units to a bonafide third party purchaser, Holdings or Warburg Pincus, as the case may be, pursuant to Section 4 hereof. Without limiting the foregoing, each Institutional Investor hereby acknowledges and agrees that it will not, during the period commencing on the day may not Transfer all or any portion of the consummation shares of Common Stock owned by it unless such Institutional Investor is then Transferring a corresponding aggregate principal amount of Debt Securities which, together with the portion of the Merger and ending one hundred eighty shares of Common Stock then being Transferred, comprises a Unit. (180c) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant Notwithstanding anything to the registration rights set forth contrary contained in Article 5 hereofthis Agreement, or (ii) enter into any swap or other arrangement that transfers to anotherthe provisions of Section 1.1(b), in whole or in part, any of the economic consequences of ownership of the Acquired Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence Section 2.1 and Section 4 shall not apply to any Transfer of Units by Warburg Pincus (1i) transactions relating made to shares of Common Stock or other securities acquired in open market transactions after the closing an institutional investor, provided (x) such Transfer is made within ninety (90) calendar days of the Mergerdate of this Agreement, (2y) transfers the price paid for any Units so Transferred shall be equal to the price paid for a Unit by the Institutional Investors (other than Warburg Pincus) pursuant to the terms of the Acquired Shares or Subscription Agreement plus an amount equal to any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers accrued but unpaid interest in respect of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, Units being Transferred and (4z) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute transferree thereof agrees to be bound by the same restrictions on terms and provisions of this Agreement pursuant to Section 10.3(b) hereof or (ii) pursuant to Section 2.2; provided, however, with respect to clause (i) immediately above, immediately after giving effect to any sale or sales of Units during such ninety (90) calendar day period, Warburg Pincus shall own, either directly or indirectly, at least fifty (50%) of the Stockholder Units then outstanding. (d) From and after the date hereof until the fifth (5th) anniversary of the date of this Agreement, Warburg Pincus, in its capacity as set forth a member, shall not Transfer any Percentage Interests (as such term is defined in the LLC Agreement (as hereinafter defined)) of TD Co-Investors, LLC, a Delaware limted liability company (the “LLC”); provided, however, nothing contained in this Section 3.01(b1.1(d) shall prevent Warburg Pincus from Transferring such Percentage Interests to (i) a Permitted Assignee thereof or (ii) in accordance with the terms of Section 12 of that certain Amended and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) Restated Limited Liability Company Agreement of the Securities Exchange Act LLC, dated as of 1934July 15, as 2003 (the “LLC Agreement”), it being understood and agreed that that portion of Section 12 of the LLC Agreement which permits Warburg Pincus, for a period of ninety (90) calendar days’ following the effective date thereof, to sell a portion of the Percentage Interests owned by it, shall not be amended, shall be required waived or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after otherwise modified without the expiration prior written consent of the 180-day period referred to above), such party shall provide to Institutional Investors holding a majority of the Company a copy Units held by all Institutional Investors as of the date of such filing at least three determination (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions“Majority Institutional Investors”). (c) Any attempt to Transfer any Common Stock not in compliance with this Stockholder Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s records to such purported Transfer.