Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) Except as otherwise provided elsewhere in this Agreement, no Member or Assignee may Transfer all or any part of the Units held by it to any Person except in compliance with the provisions of this Article 7, the Investor Rights Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer), the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time of such proposed Transfer. Any transferee of Units transferred in compliance with such agreements must, as a condition to such Transfer, agree in writing to be bound by the terms of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was bound. (b) The Company shall not be required to recognize any Transfer of Units until the instrument conveying such Units, in form and substance reasonably satisfactory to the Company has been delivered to the Company 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 owner until such time as the instrument conveying such Units, in form and substance reasonably satisfactory to the Company, has been received and accepted by the Company and recorded on the books of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, no Transfer of Units by a Member shall be made without prior approval thereof by the Board if the Company is advised by its counsel that such assignment (i) may not be effected without registration under the Securities Act, (ii) would result in the violation of any applicable state securities laws, (iii) would result in a termination of the Company under Section 708 of the Code or otherwise cause material adverse tax consequences to the Company or the Members or (iv) would result in the treatment of the Company as an association taxable as a corporation, or as a “publicly traded partnership” within the meaning of Section 7704 of the Code.

General Restrictions on Transfer. (a) Except No Transfer may be made by any Member of all or any part of its Membership Units in the Company or Member loan except pursuant to the Unanimous Vote of the Members Committee, except that a Member may transfer its Membership Units or Member loan to an Affiliate without the consent of the other Members so long as otherwise provided elsewhere in neither the Company nor any non-Transferring Member shall incur any additional liability as a result of such Transfer and the Transferring Member shall not be released from any liability or obligation under this Agreement or any Related Agreement. Notwithstanding the foregoing, no any Member or Assignee Affiliate of a Member may Transfer pledge, hypothecate or ▇▇▇▇▇ ▇ ▇▇▇▇ on any Member loan in connection with such Member's financing thereof. (b) Each time a Member proposes to transfer all or any part of its Membership Units (or as required by operation of law or other involuntary transfer to do so), such Member shall first offer such Membership Units to the Company and the non-transferring Members in accordance with the following provisions: (i) Such Member shall deliver a written notice ("Option Notice") to the Company and the other Members stating such Member's bona fide intention to transfer such Membership Units, the Membership Units to be transferred, the purchase price and terms of payment for which the Member proposes to transfer such Membership Units and the name and address of the proposed transferee. (ii) Within thirty (30) days after receipt of the Option Notice, the Company shall have the right, but not the obligation, to elect to purchase all or any part of the Membership Units held by it to any Person except upon the price and terms of payment designated in compliance with the provisions Option Notice. If the Option Notice provides for the payment of this Article 7non-cash consideration, the Investor Rights Agreement (as applicable Company may elect to any Member or Assignee subject to such agreement and pay the consideration in cash equal to the extent such agreement is in effect at the time good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. If the Company exercises such right within such thirty (30) day period, the Management Committee shall give written notice of the fact to the transferring and non-transferring Members. (iii) If the Company fails to elect to purchase the entire Membership Units proposed Transferto be transferred within the thirty (30) day period described in Section 10.01(b)(ii), the ROFR/Conon-Sale Agreement transferring Members shall have the right, but not the obligation, to elect to purchase any remaining share of such Membership Units upon the price and terms of payment designated in the Option Notice. If the Option Notice provides for the payment of non-cash consideration, such purchasing Members each may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered as determined by the Management Committee. Within sixty (as applicable 60) days after receipt of the Option Notice, each non-transferring Member shall notify the Management Committee in writing of its desire to purchase a portion of the Membership Units proposed to be so transferred. The failure of any Member or Assignee subject to such agreement and submit a notice within the applicable period shall constitute an election on the part of that Member not to the extent such agreement is in effect at the time purchase any of the proposed Transfer) and any Vesting Agreement to Membership Units which such Units may be subject at the time of such proposed Transferso transferred. Any transferee of Units transferred in compliance with such agreements must, as a condition Each Member so electing to such Transfer, agree in writing to be bound by the terms of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was bound. (b) The Company shall not be required to recognize any Transfer of Units until the instrument conveying such Units, in form and substance reasonably satisfactory to the Company has been delivered to the Company at its principal office for recordation on the books of the Company. The Company purchase shall be entitled to treat purchase a portion of such Membership Units in the record owner same proportion that the Units of such Member bears to the aggregate of the Units of all of the Members electing to so purchase the Membership Units being transferred. In the event any Units as the absolute owner thereof in Member elects to purchase none or less than all respects, and shall incur no liability for distributions of cash or other property made in good faith to its pro rata share of such owner until such time as the instrument conveying such Membership Units, in form and substance reasonably satisfactory then the other Members can elect to the Company, has been received and accepted by purchase more than their pro rata share. (iv) If the Company and recorded on the books other Members elect to purchase or obtain any or all of the CompanyMembership Units designated in the Option Notice, then the closing of such purchase shall occur within ninety (90) days after receipt of such notice and the transferring Member, the Company and/or the other Members shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase. (v) If the Company and the other Members elect not to purchase or obtain, or default in their obligation to purchase or obtain, all of the Membership Units designated in the Option Notice, then the transferring Member may transfer the portion of the Membership Units described in the Option Notice not so purchased, to the proposed transferee, providing such transfer is completed within thirty (30) days after the expiration of the company's and the other Members' right to purchase such Membership Units, is made on terms no less favorable to the transferring Member than as designated in the Option Notice. If such Membership Units are not so transferred, the transferring Member must give notice in accordance with this Section prior to any other or subsequent transfer of such Membership Units. (c) Notwithstanding anything In the case of permitted Transferees, any Transferee of a Membership Units (including an Affiliate of the transferor) shall be admitted as a Member only after such Transferee agrees to assume all obligations of the transferor hereunder and otherwise be bound by the provisions of this Agreement. (d) Any Person that becomes a Member after the date hereof, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the contrary contained 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 this Agreement, no force and effect on such date. (e) Each Transfer of all or a part of Membership Units (other than any Transfer of all or part of Membership Units or any interest therein upon foreclosure of a security interest created in such Membership Units) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net 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 Units. Such Transfer shall also give a permitted Transferee the right to participate in the management of the Company through voting or otherwise and any other rights exercisable by a Member shall be made without prior approval thereof by the Board if the Company is advised by its counsel that such assignment (i) may not be effected without registration under the Securities Actor, (ii) would result in the violation case of any applicable state securities lawsa Transfer by a Managing Member, such Managing Member, subject to the compliance of such Transferee with the provisions of paragraph (iiib) would result above and the admission of such Transferee as a Member. (f) Notwithstanding the above, a Managing Member may transfer up to twenty per cent (20%) of its initial Membership Units to one or more of its employees. Such Transfer shall entitle such Transferee to share in a termination such Net Profits and Net 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 Units. Such Transfer shall not give such employee Transferee the right to participate in the management of the Company under Section 708 of the Code through voting or otherwise cause material adverse tax consequences to the Company or the Members or (iv) would result in the treatment of the Company as an association taxable as nor any other rights exercisable by a corporation, or as a “publicly traded partnership” within the meaning of Section 7704 of the CodeMember.

General Restrictions on Transfer. (a) Except as otherwise provided elsewhere in A. During the term of this Agreement, no Member Shareholder will directly or Assignee may Transfer all indirectly sell, pledge, mortgage, give, transfer, create a security interest or lien, place in a trust, assign or in any other way encumber or dispose of (in each case, a "Transfer") any Shares or any part interest in such Shares or the stock certificate or certificates representing any Shares, except in accordance with the terms and conditions of Section 1(C) below and applicable federal and state securities laws. B. Any Transfer of any interest in the Shares purported to have been effected by any Shareholder shall require the prior written consent of the Units held by it to any Person except Company which the Company shall withhold, and shall not register upon its records, unless such Transfer is made in compliance accordance with the terms and provisions of this Article 7, the Investor Rights Agreement (as and applicable to any Member or Assignee subject to such agreement federal and to the extent such agreement is in effect at the time of the proposed Transfer), the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time of such proposed Transferstate securities laws. Any transferee of Units transferred such Transfer which is not made in compliance accordance with such agreements must, as a condition to such Transfer, agree in writing to be bound by the terms and conditions of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was bound. (b) The Company shall be void and shall not be required binding upon the Company. C. Subject to recognize applicable federal and state securities laws, the following Transfers may be made without any violation of this Agreement and without any consent of the Company: (i) In any subsequent twelve-month period beginning on the date hereof and on each year anniversary of the date hereof, the Shareholders will each be permitted to transfer up to ten percent (10%) of the shares they receive such that the Trust may Transfer up to 59,494 shares of Units until Trust Shares, Sapi▇▇▇▇▇▇ ▇▇▇ Transfer up to 466 shares of the instrument conveying Sapi▇▇▇▇▇▇ ▇▇▇res, Abella may Transfer up to 466 shares of the Abella Shares, Sels▇▇ ▇▇▇ Transfer up to 5,174 shares of the Sels▇▇ ▇▇▇res and Wall▇▇▇ ▇▇▇ Transfer up to 1,398 shares of the Wall▇▇▇ ▇▇▇res during each twelve-month period; (ii) Each Shareholder may Transfer his or her respective Shares to a trust for the benefit of himself or herself or his or her immediate family, provided the trustee of such Units, trust acknowledges in form and substance reasonably a written agreement satisfactory to the Company has been delivered that such Shares are subject to this Agreement; (iii) If any Shareholder becomes disabled or mentally unable to deal with his or her affairs and a guardian is appointed for such Shareholder, a Transfer of title to the Company at its principal office for recordation on the books of the Company. The Company guardian shall be entitled to treat the record owner of any Units not violate this Agreement as long as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith guardian acknowledges that the Shares are held subject to such owner until such time as the instrument conveying such Units, in form and substance reasonably satisfactory this Agreement; (iv) Transfers to the Company, has been received and accepted by ; and (v) Transfers to a third party or parties upon the Company and recorded on the books occurrence of the Companya Liquidity Event (defined below). (c) D. Notwithstanding anything contained herein to the contrary contrary, the respective general restrictions on transfer contained in this AgreementSection 1 shall terminate with regard to each of Sapirstein, no Transfer of Units by a Member shall be made without prior approval thereof by the Board if the Company is advised by its counsel that such assignment (i) may not be effected without registration under the Securities ActAbella, (ii) would result in the violation of any applicable state securities laws, (iii) would result in a Sels▇▇ ▇▇▇ Wall▇▇▇ ▇▇▇n their respective termination of the Company under Section 708 of the Code or otherwise cause material adverse tax consequences to employment from the Company or the Members or (iv) would result in the treatment its subsidiaries. The termination of employment of one of the Company as an association taxable as a corporation, or as a “publicly traded partnership” within above individuals shall not terminate the meaning of Section 7704 of general restrictions applicable to the Codeother individuals and the Trust.

General Restrictions on Transfer. (a) Except as otherwise provided elsewhere in this Agreement, no Member or Assignee may 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 all or any part of the Units held by it to Acquired Shares (or solicit any Person offers in respect of any Transfer of the Acquired Shares), except in compliance with the provisions of Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Article 7, the Investor Rights Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer), the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time of such proposed Transfer. Any transferee of Units transferred in compliance with such agreements must, as a condition to such Transfer, agree in writing to be bound by the terms of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was boundStockholder Agreement. (b) The Company 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 be required apply to recognize (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 Transfer security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of Units until the instrument conveying such UnitsAcquired 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 form the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and substance reasonably satisfactory deliver to the Company has been delivered 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 its principal office for recordation on least three (3) Business Days prior to filing. The Stockholder agrees and consents to the books entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Company. The Company shall be entitled to treat Acquired Shares except in compliance with 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 owner until such time as the instrument conveying such Units, in form and substance reasonably satisfactory to the Company, has been received and accepted by the Company and recorded on the books of the Companyforegoing restrictions. (c) Notwithstanding anything Any attempt to the contrary contained Transfer any Common Stock not in compliance with this Agreement, no Transfer of Units by a Member Stockholder Agreement shall be made without prior approval thereof by the Board if null and void, and the Company is advised by its counsel that such assignment (i) may shall not, and shall cause any transfer agent not be effected without registration under the Securities Actto, (ii) would result give any effect in the violation of any applicable state securities laws, (iii) would result in a termination of the Company under Section 708 of the Code or otherwise cause material adverse tax consequences Company’s records to the Company or the Members or (iv) would result in the treatment of the Company as an association taxable as a corporation, or as a “publicly traded partnership” within the meaning of Section 7704 of the Codesuch purported Transfer.

General Restrictions on Transfer. (a) Except as otherwise provided elsewhere in this AgreementA Member may not Transfer all or any portion of its Equity Interests to any Person; provided, no that without the consent of the Managers or any other Member: (i) any Member or Assignee may Transfer all or a portion of its Equity Interests to one or more of its Permitted Transferees; (ii) subject to compliance with the terms and conditions of Section 9.3, Section 9.5 and Section 9.6, any part Member may Transfer all or 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 other Members, initiate, cause or effectuate a Sale of the Units held by it to any Person except Company in compliance accordance with the provisions of this Article 7Section 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 Investor Rights Agreement terms and conditions of Section 9.3 and Section 9.5 shall not apply with respect thereto; and (as applicable to any Member or Assignee subject to such agreement and to iv) the extent such agreement is Members may effect a Transfer in effect at the time of the proposed Transferaccordance with Section 3.2(f)(iii), the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time of such proposed Transfer. Any transferee of Units transferred in compliance with such agreements must, as a condition to such Transfer, agree in writing to be bound by the terms of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was bound. (b) Any 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, if any, pursuant to Section 8.3(a)). The Transferee of a Member’s Equity Interests in the Company shall not may be required to recognize any Transfer of Units until the instrument conveying such Units, in form and substance reasonably satisfactory admitted to the Company has been delivered to as a Substituted Member upon the prior consent of the Board of Managers. Unless a Transferee of a Member’s Equity Interests in the Company at its principal office for recordation on the books is admitted as a Substituted Member under this Section 9.2, it shall have none of the Companypowers of a Member hereunder and shall have only such rights of an assignee under the Act as are consistent with this Agreement. The Company No Transferee of a Member’s Equity Interests shall become a Substituted Member unless such Transfer 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 owner until such time as the instrument conveying such Units, in form compliance with this Section 9.2 and substance reasonably satisfactory to the Company, has been received and accepted by the Company and recorded on the books of the CompanySection 9.6. (c) Notwithstanding anything Upon the Transfer of all the Equity Interests in the Company of a Member and effective upon the admission of its Transferee as a Substituted Member, the Transferor shall be deemed to have withdrawn from the Company as a Member. (d) Upon the death, disability, dissolution, resignation or withdrawal in contravention of Section 10.1, or the bankruptcy of a Member (the “Withdrawing Member”), the Company shall 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 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 contrary contained Company) one Person with full authority to accept notices and distributions with respect to such 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, no Transfer of Units by a each Member shall be made without prior approval thereof by the Board if agrees to provide to the Company is advised by information regarding its counsel that adjusted tax basis in its Equity Interests along with documentation substantiating such assignment (i) may not be effected without registration under the Securities Actamount, (ii) would result in the violation of and any applicable state securities lawsother information, (iii) would result in a termination of documentations and certifications necessary for the Company under to comply with Section 708 743 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 otherwise cause material adverse tax consequences an amendment and restatement, as applicable, to the Company this Agreement to reflect such Transfer or the Members or (iv) would result in the treatment of the Company as an association taxable as a corporation, or as a “publicly traded partnership” within the meaning of Section 7704 of the Codeadmission.

General Restrictions on Transfer. (a) Except in connection with a foreclosure, a Transfer in lieu of foreclosure, or other exercise of rights in connection with the Senior Credit Facilities or otherwise (including without limitation exercise of rights of a secured lender) and except as otherwise provided elsewhere in this AgreementSection 6.05(c), no Class A Member or Assignee may Transfer all or any part of its Interest (including the Units held by it interest of an assignee within the meaning of Section 18-702 of the Act) or its share of capital, profits, losses, allocations or distributions hereunder to any Person except without first meeting the following requirements: (i) the prior written approval of the Managing Member; (ii) the execution by the transferring Member of an instrument of transfer of such Interest in compliance with the provisions of this Article 7, the Investor Rights Agreement (as applicable to any Member or Assignee subject to such agreement form and substance reasonably satisfactory to the extent such agreement is in effect at Managing Member; (iii) the time execution by the transferee of the proposed Transfer)Interest (the "Assignee") of a written agreement, the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement in form and substance satisfactory to the extent such agreement is in effect at the time Managing Member, to assume all of the proposed Transfer) duties and any Vesting obligations of the transferring Member under this Agreement to which and the agreement by such Units may be subject at the time of such proposed Transfer. Any transferee of Units transferred in compliance with such agreements must, as a condition to such Transfer, agree in writing Assignee to be bound by and subject to all the terms of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was bound.and conditions contained herein; (biv) The Company shall not be required to recognize any Transfer the execution by the transferring Member and the Assignee of Units until the instrument conveying such Unitsa written agreement, in form and substance reasonably satisfactory to the Company has been delivered Managing Member, to indemnify and hold harmless the Company at its principal office for recordation on and the books non-transferring Members from and against any expense, loss or liability arising out of such Transfer; (v) the Company. The Company shall be entitled to treat execution by the record owner transferring Member 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 owner until such time as the instrument conveying such Unitsa written agreement, in form and substance reasonably satisfactory to the CompanyManaging Member, has been received acknowledging the termination of all the transferring Member's rights and accepted by the Company and recorded on the books interests as a Member of the Company., effective immediately upon such Transfer; (cvi) Notwithstanding anything if requested by the Managing Member, a written opinion, delivered by and at the expense of the transferring Member, of counsel for the Company, or other counsel reasonably satisfactory to the contrary contained Managing Member, that the Transfer will not result in this Agreement, no Transfer of Units by a Member shall be made without prior approval thereof by the Board if the Company is advised by its counsel that such assignment (i) may not be effected without registration under the Securities Act, a violation of applicable law or this Agreement; (ii) would result in the violation of any applicable state securities laws, Company being classified as an association or taxable as a corporation for federal income tax purposes; (iii) would result in a termination the Company being deemed terminated pursuant to Section 708(b)(1)(B) of the Company under Section 708 of the Code or otherwise cause material adverse tax consequences to the Company or the Members Code; or (iv) would result a requirement for a registration of the transaction or the Interest under applicable federal and state securities laws; and (vii) unless otherwise waived by the Managing Member, the payment of the Assignee or the transferring Member of all expenses incurred by the Company in connection with the treatment Transfer and the admission of the Assignee to the Company as an association taxable a Member. (b) Subject to compliance with non-waivable provisions of applicable Law, any Class B Member may Transfer all or any portion of its Class B Interest to any Person (whether one or more) at any time or from time to time, with no need for any approval, consent or other action of the Managing Member, the Class A Members, the Company or any other Person, provided that the Transferee executes and delivers to the Transferor, the Managing Member and the Administrative Agent (and receives a written acknowledgment from the Administrative Agent of such delivery to the Administrative Agent) a written instrument in substantially the form attached hereto as Exhibit 3 with the blanks therein appropriately completed (the "Admission Agreement"). Upon acquisition of all or any portion of the Class B Interest and execution and delivery of the Admission Agreement and the Administrative Agent's acknowledgment thereof, such Transferee shall, to the extent it was granted such right by the terms of the Transfer by virtue of which such Transferee acquired its Class B Interest, but with no need for any other approval, consent or other action of the Managing Member, the Class A Members, the Company or any other Person, be admitted to the Company as a corporationClass B Member (unless it is already a Class B Member at the time of such acquisition, execution and delivery). Any attempt to transfer all or as a “publicly traded partnership” within the meaning of Section 7704 any portion of the CodeClass B Interest without compliance with the foregoing provisions shall be void ab initio.

General Restrictions on Transfer. (a) Except as otherwise provided elsewhere in allowed under the Lock-Up Agreement, each Shareholder agrees that such Shareholder will not, directly or indirectly, voluntarily or involuntarily, Transfer any of its Capital Stock for a period of TWO (2) YEARS from the date hereof. (b) Prior notice shall be given to the Company by the transferor of any Transfer to a Permitted Transferee of any Capital Stock. Prior to consummation of any Transfer by any Shareholder of any of its Capital Stock, such party shall cause the Permitted Transferee to execute and deliver to the Company a joinder to this Agreement, no Member or Assignee may Transfer all or any part of the Units held by it to any Person except in compliance with the provisions of this Article 7, the Investor Rights Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer), the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time of such proposed Transfer. Any transferee of Units transferred in compliance with such agreements must, as a condition to such Transfer, agree in writing agreeing to be bound by the terms and conditions of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was bound. (b) The Company shall not be required to recognize Agreement. Upon any Transfer by any Shareholder of Units until the instrument conveying such Unitsany of its Capital Stock, in form and substance reasonably satisfactory to accordance with the Company has been delivered to terms of this Agreement, the Company at its principal office for recordation on the books of the Company. The Company Permitted Transferee shall be entitled to treat the record owner of any Units as the absolute owner thereof in all respectssubstituted for, and shall incur no liability assume, all the rights and obligations of such transferring Shareholder under this Agreement. If a Permitted Transferee is an Affiliate of, or a trust for distributions the exclusive benefit of cash certain persons related to a Shareholder, but following the Transfer of Capital Stock by such Shareholder such Permitted Transferee is to cease to be an Affiliate of, or other property made in good faith such trust is to cease to be for the exclusive benefit of such persons related to such owner until such time Shareholder, as the instrument conveying case may be, such UnitsPermitted Transferee shall immediately prior to ceasing to be an Affiliate of such Shareholder, in form and substance reasonably satisfactory or such trust, shall immediately prior to ceasing to be for the Companyexclusive benefit of such Persons, has been received and accepted by as the Company and recorded on the books case may be, Transfer such Capital Stock back to such Shareholder or one of the CompanyShareholder’s Permitted Transferees. (c) Notwithstanding anything to the contrary contained in any other provision of this Agreement, no each Shareholder agrees that it will not, directly or indirectly, Transfer any of Units by a Member shall be made without prior approval thereof by the Board if the Company is advised by its counsel that such assignment Capital Stock (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 not be effected without registration under the Securities Act, (ii) if it would result in cause the violation Company or any of any applicable state securities lawsits Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended, or (iii) if it would result in a termination cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under Section 708 the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Code or otherwise cause Company. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse tax consequences to the Company or the Members or (iv) would result in the treatment of effect on the Company as an association taxable a result of any regulatory or other restrictions imposed by any Governmental Authority. R▇▇▇▇▇ ▇▇▇▇▇▇ agrees to only restrict 1,500,000 shares of BioPower common stock per this Agreement and there are no restrictive covenants on any other shares of R▇▇▇▇▇ ▇▇▇▇▇▇ or his affiliates. (d) Any Transfer or attempted Transfer of any Capital Stock in violation of this 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 a corporation, or as a “publicly traded partnership” within the meaning owner of Section 7704 such Capital Stock for all purposes of the Codethis Agreement.

General Restrictions on Transfer. (a) Except No Transfers of Membership Interests shall be permitted unless approved by the unanimous consent of the Initial Investors and Village Farms; provided, that a Member may transfer its Membership Interest to a Permitted Affiliate Transferee of the applicable holder of Common Units or Preferred Units of the Partnership. (b) If any Member ceases to be a Permitted Affiliate Transferee of a holder of Common Units or Preferred Units of the Partnership, its Membership Interest shall automatically be cancelled, unless transferred to a different Permitted Affiliate Transferee of the applicable holder of Common Units or Preferred Units of the Partnership. (c) No Transfer of a Membership Interest to a Person not already a Member shall be deemed completed until the prospective Transferee is admitted as otherwise provided elsewhere a Member in accordance with Section 4.1(b) hereof. (d) Notwithstanding any other provision of this Agreement (including Section 7.2), each Member agrees that such Member will not, directly or indirectly, Transfer its Membership Interest, and the Company agrees that it shall not issue any Membership Interest: (i) to a Non-Qualified Person; (ii) to any direct or indirect Competitor of the Company or any Company Subsidiary, or to any such Competitor’s Affiliates, as determined in good faith by the Board, other than in connection with a Drag-Along Sale (as defined in the Partnership Agreement) pursuant to the Partnership Agreement or the liquidation, dissolution, or winding up of the Partnership and this Agreement in accordance with the Partnership Agreement and this Agreement; (iii) except as permitted under the Securities Act and other applicable federal or state securities or blue sky Laws; (iv) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act; (v) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vi) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to 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 or any Company Subsidiary. (e) Any Transfer or attempted Transfer of any Membership Interest in violation of this Agreement shall be null and void, no Member or Assignee may 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 or any part of the Units held by it to any Person except in compliance with the provisions purposes of this Article 7Agreement. (f) For the avoidance of doubt, the Investor Rights Agreement (as applicable to any Member Transfer of a Membership Interest permitted by Section 7.2 shall be deemed a sale, transfer, assignment, or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer), the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time other disposal of such proposed Transfer. Any transferee of Units transferred Membership Interest in compliance with such agreements must, its entirety as a condition intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term “Membership Interest,” unless otherwise explicitly agreed to by the parties to such Transfer. (g) No Member may pledge its Membership Interest without the prior written consent of the other Members except in connection with any borrowings of the Company arranged by KL Fund. Any pledgee shall agree in writing to be bound by the terms of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was bound. (b) The Company shall not be required to recognize and any Transfer of Units until the instrument conveying such Units, in form and substance reasonably satisfactory other agreement related to the Company has been delivered to the Company 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 owner until such time as the instrument conveying such Units, in form and substance reasonably satisfactory to the Company, has been received and accepted by the Company and recorded on the books governance of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, no Transfer of Units by a Member shall be made without prior approval thereof by the Board if the Company is advised by its counsel that such assignment (i) may not be effected without registration under the Securities Act, (ii) would result in the violation of any applicable state securities laws, (iii) would result in a termination of the Company under Section 708 of the Code or otherwise cause material adverse tax consequences to the Company or the Members or (iv) would result in the treatment of the Company as an association taxable as a corporation, or as a “publicly traded partnership” within the meaning of Section 7704 of the Code.

General Restrictions on Transfer. (a) Except as otherwise provided elsewhere in this Agreement, no Member or Assignee may may (i) Transfer all or any part of the Units held by it it, or any interest therein, to any Person except Person, or (ii) hypothecate, pledge, grant any option to purchase or security interest in, place in compliance trust, or create or suffer to exist any Lien on, all or any part of the Units held by it, or any interest therein, in each case unless such Member has complied with the provisions of Section 9.02 below and the Board of Managers has consented to such Transfer in writing, which consent shall not be unreasonably withheld or delayed. Any Transfer or attempted Transfer or action or attempted action described in clause (ii) of the foregoing sentence, in each case in contravention of the foregoing sentence or any other provision of this Article 7Agreement, 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 Investor Rights Agreement Company, and any Transferee in such transaction shall not be or be treated as or deemed to be a Member (as applicable to any Member or Assignee subject to such agreement and to an assignee within the extent such agreement is in effect at the time meaning of Section 18-702 of the proposed Transfer), the ROFR/Co-Sale Agreement (as applicable to Act) for any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time of such proposed Transfer. Any transferee of Units transferred in compliance with such agreements must, as a condition to such Transfer, agree in writing to be bound by the terms of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was boundpurpose. (b) The Company shall not be required to recognize any Transfer of Units until the instrument conveying such Units, in form and substance reasonably satisfactory to the Company Company, has been delivered to the Company 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 owner until such time as the instrument conveying such Units, in form and substance reasonably satisfactory to the Company, has been received and accepted by the Company and recorded on the books of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, no In connection with any Transfer of Units by a any Member made in accordance with this Section 9.01, the Unit Register shall be made without prior approval thereof amended 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 Board if the Company is advised by its counsel that such assignment (i) may not be effected of Managers or any one or more Officers without registration under the Securities Actany vote, (ii) would result in the violation of any applicable state securities lawsconsent, (iii) would result in a termination approval or other action of the Company under Section 708 of the Code or otherwise cause material adverse tax consequences to the Company or the Members or (iv) would result in the treatment of the Company as an association taxable as a corporation, or as a “publicly traded partnership” within the meaning of Section 7704 of the CodeMembers.

General Restrictions on Transfer. (a) Except as otherwise provided elsewhere in this Agreement, no No Transfer may be made by any Member or Assignee may Transfer of all or any part of its Membership Interest in the Units held Company without the written consent of all Managing Members. No Managing Member, without the prior written consent of each other Managing Member, shall permit to be made by it any Affiliate of a Member a Transfer of all or any part of such Affiliate's direct or indirect ownership interest in such Member. 34 28 (b) In the case of permitted Transferees, any Transferee of a Membership Interest (including an Affiliate of the transferor) shall be admitted as a Member only after such Transferee agrees to any Person except in compliance with assume all obligations of the transferor hereunder and otherwise be bound by the provisions of this Article 7, the Investor Rights Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer), the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time of such proposed Transfer. Any transferee of Units transferred in compliance with such agreements must, as a condition to such Transfer, agree in writing to be bound by the terms of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was bound. (b) The Company shall not be required to recognize any Transfer of Units until the instrument conveying such Units, in form and substance reasonably satisfactory to the Company has been delivered to the Company 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 owner until such time as the instrument conveying such Units, in form and substance reasonably satisfactory to the Company, has been received and accepted by the Company and recorded on the books of the CompanyAgreement. (c) Notwithstanding anything Any 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 contrary contained 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 this Agreement, no force and effect on such date. (d) Each Transfer of Units all or a part of a Membership Interest (other than any Transfer of all or part of a Membership Interest or any interest therein upon foreclosure of a security interest created in such Membership Interest) to a permitted Transferee shall entitle such Transferee to share in such Net Profits and Net 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 through voting or otherwise and any other rights exercisable by a Member shall be made without prior approval thereof by the Board if the Company is advised by its counsel that such assignment (i) may not be effected without registration under the Securities Actor, (ii) would result in the violation case of any applicable state securities lawsa Transfer by a Managing Member, (iii) would result in a termination of the Company under Section 708 of the Code or otherwise cause material adverse tax consequences such Managing Member, subject to the Company or compliance of such Transferee with the Members or provisions of paragraph (ivb) would result in above and the treatment admission of the Company as an association taxable such Transferee as a corporation, or as a “publicly traded partnership” within the meaning of Section 7704 of the CodeMember.

General Restrictions on Transfer. (a) Except as otherwise provided elsewhere in this AgreementSubject to Applicable Law, no Member or Assignee may Transfer all or any part Ordinary Shares are not Transferable by the holders thereof without the consent of the Units held by it to any Person except in compliance with the provisions of this Article 7other Shareholders, the Investor Rights Agreement unless (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect i) at the time of the proposed Transfer), the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time of such proposed Transfer. Any transferee of Units transferred in compliance with such agreements must, as a condition to any such Transfer, agree the transferee agrees to comply with the restrictions and obligations set forth in writing to be bound by the terms of this Agreement in as if it were the same manner as transferor by executing an Adherence Agreement and (ii) prior to the Member 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 Assignee(B) any of Freeport’s Affiliates; (iii) prior to the consummation of an IPO, as applicableInalum 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 provisions of Clause 11.2 shall terminate upon the consummation of an IPO and thereafter the Parties shall be free to Transfer their Ordinary Shares, from which subject to clause (i) of the preceding sentence to the extent the transferee of such Person acquired Ordinary Shares shall be assigned any rights of the Units was boundtransferring Party hereunder. (b) The Notwithstanding any other provision of this Agreement, the Company shall must not be required to recognize any register a Transfer of Units Ordinary Shares to any person who is not a Party (each such person, an “Incoming Shareholder”) in its shareholders register, unless and until the instrument conveying such Units, in form that person executes and substance reasonably satisfactory delivers to the Company has been delivered to the Company 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 owner until such time as the instrument conveying such Units, in form and substance reasonably satisfactory to the Company, has been received and accepted by the Company and recorded on the books of the Companyan Adherence Agreement. (c) Notwithstanding anything to The Parties acknowledge and agree that, upon the contrary contained in this Agreement, no Transfer of Units by a Member shall be made without prior approval thereof by the Board if the Company is advised by its counsel that such assignment (i) may not be effected without registration under the Securities Act, (ii) would result in the violation of any applicable state securities laws, (iii) would result in a termination of the Company under Section 708 of the Code or otherwise cause material adverse tax consequences delivery to the Company or of an Adherence Agreement executed by the Members or Incoming Shareholder, the Incoming Shareholder shall be deemed to be a party to and to be bound by this Agreement as a Shareholder, and shall accordingly (ivwithout prejudice to any antecedent liabilities of the transferor of the Ordinary Shares acquired by the Incoming Shareholder (if applicable)) would result be entitled to all rights available to, and bound by all obligations applicable to, a holder of the class of shares in the treatment Company acquired by the Incoming Shareholder and shall be otherwise bound by and entitled to the benefit of this Agreement. (d) Any attempt to Transfer any Ordinary Shares not in compliance with this Agreement shall be null and void ab initio, and the Company as an association taxable as a corporationshall not, or as a “publicly traded partnership” within and shall cause any transfer agent not to, give any effect in the meaning of Section 7704 of the CodeCompany’s stock records to such attempted Transfer.

General Restrictions on Transfer. (a) Except as otherwise provided elsewhere in this Agreement, no Member or Assignee may Transfer all or any part of the Units held by it to any Person except in compliance with the provisions of this Article 7, the Investor Rights Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer), the ROFR/Co-Sale Agreement (as applicable to any Member or Assignee subject to such agreement and to the extent such agreement is in effect at the time of the proposed Transfer) and any Vesting Agreement to which such Units may be subject at the time of such proposed Transfer. Any transferee of Units transferred in compliance with such agreements must, as a condition to such Transfer, agree in writing to be bound by the terms of this Agreement in the same manner as the Member or Assignee, as applicable, from which such Person acquired the Units was bound. (b) The Company shall not be required to recognize any Transfer of Units until the instrument conveying such Units, in form and substance reasonably satisfactory to the Company has been delivered to the Company 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 owner until such time as the instrument conveying such Units, in form and substance reasonably satisfactory to the Company, has been received and accepted by the Company and recorded on the books of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, no transferee of any Class A Membership Interest or Class B Preferred Membership Interest received pursuant to a Transfer shall become a Class A Member or Class B Preferred Member, as the case may be, in respect of or be deemed to have any ownership rights in the Class A Membership Interests or Class B Preferred Membership Interests, as the case may be, so Transferred unless the purported transferee is admitted as a Company Member in accordance with Section 11.04. (b) Following a Transfer of Units by a Member any Class A Membership Interest or Class B Preferred Membership Interest, as the case may be, that is permitted under this Article XII, the transferee of such Class A Membership Interest or Class B Preferred Membership Interest, as the case may be, shall be made without prior approval thereof by the Board if the Company is advised by its counsel that such assignment (i) may not be effected without registration under the Securities Actsucceed, (ii) would result in the violation of any applicable state securities lawswhole or in part, (iii) would result in a termination of the Company under Section 708 of the Code or otherwise cause material adverse tax consequences to the Company Capital Account associated with such Class A Membership Interest or Class B Preferred Membership Interest, as the Members case may be, and shall receive allocations and Distributions hereunder, pro rata, in respect of such Class A Membership Interest or (iv) would result in Class B Preferred Membership Interest, as the treatment of case may be. Notwithstanding the Company as an association taxable as a corporationforegoing, or as a “publicly traded partnership” within Net Income and Net Losses and other items will be allocated between the meaning of transferor and the transferee according to Section 7704 706 of the Code. (c) Any Company Member who Transfers all of its Class A Membership Interests or Class B Preferred Membership Interests, as the case may be: (i) shall cease to be a Company Member upon such Transfer, and (ii) shall no longer possess or have the power to exercise any rights or powers of a Class A Member or Class B Preferred Member, as the case may be.