Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) A Shareholder may Transfer Equity Securities only (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) below. (b) Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) 5.1 A Shareholder may Transfer Equity Securities only (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder complies with Section 5(b) 5.2 below. (b) 5.2 Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give deliver written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within no less than ten (10) business days of its receipt thereofprior thereto. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 4 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale Public Sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) 5.2 shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) 5.3 If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be voidnull and void ab initio. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be null and void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) A No Major Shareholder may shall effect a Transfer Equity Securities only of any shares of Common Stock owned or held by such Major Shareholder unless (i) the certificate or certificates representing such shares bear a legend as provided in a Public SaleSection 5.1 hereof to the effect that such shares have not been registered under the Securities Act and that the Transfer thereof is subject to the terms of this Agreement, and (ii) pursuant the Transferee shall have executed, as a condition to obtaining ownership of the shares of Common Stock, an appropriate document (a valid exemption from registration under "Supplemental Agreement") in which the Securities ActTransferee agrees that its ownership of such shares shall be subject to, provided and that the Transferee shall comply with, all of the terms and conditions of this Agreement (including, but not limited to, the restrictions on Transfer set forth in this Section 2.1) and that the Transferee shall not effect any Transfer of such shares except in compliance with the provisions hereof and in which the Transferee confirms that the representations and warranties contained in Section 3.2 are true and correct with respect to such Transferee as of the date of the Supplemental Agreement and (iii) the Supplemental Agreement shall have been promptly delivered to the Company and approved (as to its conformity with the requirements of this Section 2.1) by it in its reasonable discretion prior to the acquisition by such Transferee of the shares of Common Stock. The Company shall not unreasonably withhold or delay its approval of any Supplemental Agreement. A Transferee that is not already a party to this Agreement, by executing a Supplemental Agreement approved by the Company as hereinabove provided, shall become a Major Shareholder complies with Section 5(b) belowfor all purposes of this Agreement and shall have the same rights and shall be subject to the same restrictions as the Major Shareholder effecting the Transfer. (b) Prior to any proposed No Major Shareholder shall effect a Transfer of any Equity Securitiesshares of Common Stock owned or held by such Major Shareholder if such action would constitute a violation of any applicable registration or qualification requirements of the Securities Act or any state securities or blue sky laws. In the event of any disagreement between a Major Shareholder and the Company as to whether or not a proposed Transfer would result in a violation of the applicable registration or qualification requirements of the Securities Act or any state securities or blue sky laws, the holder thereof such Major Shareholder shall give written notice (a "Transfer Notice") deliver to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory acceptable to the Company to the effect that such proposed Transfer would not result in such a violation, which opinion shall state the basis of the legal conclusions expressed therein. The delivery of such opinion shall be deemed to constitute compliance with the provisions of this Section 2.1(b) unless, within ten days after receipt thereof, the Company notifies the Major Shareholder in writing that, in the judgment of the Company based upon the advice of its counsel, the proposed Transfer may be effected without registration under would result in such a violation. (c) During the Securities Act period commencing on the date hereof and ending on the fifth anniversary of the date hereof, except as expressly contemplated by this Article II, no Major Shareholder shall effect a Transfer of any applicable state securities lawsshares of Common Stock owned or held by such Major Shareholder to any Person other than a Permitted Transferee unless (i) in the case of any Transfer by a Ghel▇▇ ▇▇▇reholder, whereupon the holder of such shares shall be entitled to effect such Transfer shall have been approved in accordance with writing by CREC or (ii) in the terms case of its any Transfer Notice; providedby CREC, howeversuch Transfer shall have been approved in writing by the Ghel▇▇ ▇▇▇reholder Representative. CREC or the Ghel▇▇ ▇▇▇reholder Representative, that as the Company case may be, shall have the right to refuse grant or withhold any proposed Transfer that would cause the Company to lose approval required under this paragraph (c) in its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided or his sole discretion and, in doing so, shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer consider only such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) interests and factors as it or he deems appropriate and shall not apply have no duty or obligation to securities which are not required give any consideration to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect any other interest of, or factor affecting, any other party to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) A Shareholder may Each Stockholder understands and agrees that the Company Securities held by him, her or it on the date hereof have not been and will not be registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Stockholder agrees that he, she or it shall not Transfer Equity any Company Securities only (i) or solicit any offers in a Public Salerespect of any Transfer of any Company Securities), and (ii) pursuant to a valid exemption from registration under except in compliance with the Securities Act, provided that any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Stockholders Agreement. Prior to an Initial Public Offering, in addition to other restrictions on Transfer contained herein, no Stockholder shall Transfer any Company Securities to any Person if such Transfer would result in adverse regulatory consequences to the Shareholder complies Company, including, without limitation, obligations of the Company to file periodic reports with Section 5(b) belowthe SEC under the Exchange Act. (b) Prior Notwithstanding anything in this Stockholders Agreement to the contrary, no Stockholder shall Transfer any proposed Company Securities to an Adverse Person without the prior written consent of the Company, except pursuant to a bona fide pro rata distribution to the general or limited partners, members or stockholders of such Stockholder subsequent to the Initial Public Offering. (c) No Stockholder shall be permitted to Transfer Company Securities if such Transfer would result in twenty-five percent (25%) or more of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to class of capital stock of the Company being owned by “benefit plan investors” (as that term is defined in the United States Department of its intention Labor “plan assets” Regulation, 29 C.F.R. section 2510.3-101) without the prior written consent of the Company. (d) Any attempt to effect such TransferTransfer any Company Securities not in compliance with this Stockholders Agreement and any applicable Restricted Stock Agreement shall be null and void, and the Company shall deliver not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer. (e) Any Person that hereafter becomes a copy of such Transfer Notice Stockholder shall provide its address and fax number to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, which shall be accompanied by an opinion of counsel reasonably satisfactory promptly provide such information to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any each other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesStockholder. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.

General Restrictions on Transfer. (a) A Shareholder may Transfer Equity Securities only (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration Except as allowed under the Securities ActLock-Up Agreement, provided 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 Shareholder complies with Section 5(b) belowdate hereof. (b) Prior to any proposed Transfer of any Equity Securities, the holder thereof notice shall give written notice (a "Transfer Notice") 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 intention Capital Stock, such party shall cause the Permitted Transferee to effect such Transfer, execute and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days a joinder to this Agreement, agreeing to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its receipt thereofCapital Stock, in accordance with the terms of this Agreement, the Permitted Transferee shall be substituted for, and shall assume, all the rights and obligations of such transferring Shareholder under this Agreement. Each If a Permitted Transferee is an Affiliate of, or a trust for the exclusive benefit of 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 such trust is to cease to be for the exclusive benefit of such persons related to such Shareholder, as the case may be, such Permitted Transferee shall immediately prior to ceasing to be an Affiliate of such Shareholder, or such trust, shall immediately prior to ceasing to be for the exclusive benefit of such Persons, as the case may be, Transfer Notice shall describe the manner such Capital Stock back to such Shareholder or one of the proposed Shareholder’s Permitted Transferees. (c) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer andany of its 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, shall be accompanied by only upon delivery to the Company of an opinion of counsel reasonably in form and substance satisfactory to the Company to the effect that the proposed such Transfer may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that (ii) if it would cause the Company or any of its Subsidiaries to lose its exemption from registration be required to register as an investment company under Section 12(gthe Investment Company Act of 1940, as amended, or (iii) if it would cause the assets of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (Company or any portion thereof) if: (a) of its 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. In any event, the Board may refuse the Transfer to any Person if such Transfer is in accordance with would have a material adverse effect on the provisions Company as a result of Rule 144(k) (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 rule permitting public sale without registration) under the Securities Act shares of R▇▇▇▇▇ ▇▇▇▇▇▇ or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstanceshis affiliates. (cd) If any Any Transfer or attempted Transfer of Equity Securities is made or suffered by any Shareholder without the giving Capital Stock in violation of notice required by this Agreement, such purported Transfer Agreement shall be null and void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, no such Transfer shall be void ab initio. In enforcing 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 Capital Stock for all purposes of this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to itAgreement.

General Restrictions on Transfer. (a) A Shareholder Any party hereto may Transfer Equity Securities only (i) in a Public SaleSale or, subject to Section 3(d) hereof, to a Permitted Transferee and (ii) pursuant to a valid exemption from registration under the Securities Act, provided that the Shareholder party complies with this Section 5(b) below3 and Sections 9 and 10 hereof. (b) Except as expressly provided for in this Agreement, all Transfers of Equity Securities by a party hereto or such party’s successors and assigns shall be subject to the prior written approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed (it being agreed that it shall not be unreasonable for the Company to refuse any purported Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act or would otherwise violate any law, rule or regulation or subject the Company or its stockholders (other than the Transferring Stockholder) to any material adverse consequence (e.g., taxation, regulatory scrutiny, etc.). Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a "“Transfer Notice"”) to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company Placement Agent within ten (10) business days Business Days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer Transfer, any consideration to be paid to the transferring party and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as provided above provided shall bear the legend legends set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (ai) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act 144 or (bii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b3(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 2 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder Purchaser without the giving of notice a Transfer Notice required by this Agreement, such purported Transfer shall be be, to the extent permitted by law, void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be be, to the extent permitted by law, void ab initio. In enforcing this provision, the Company may may, to the extent permitted by law, hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it. (d) In each case of a Transfer to a Permitted Transferee, such Permitted Transferee shall agree, as a precondition to any such Transfer, to take such shares subject to and to be fully bound by the terms of this Agreement with respect to shares Transferred by executing and delivering a joinder to this Agreement (in a form provided by the Company) to the Company prior to the effectiveness of such Transfer (unless such Transfer is pursuant to applicable laws of descent and distribution, in which case, such executed joinder shall be delivered as soon as reasonably possible after such Transfer). Any Transfer to a Permitted Transferee not made in compliance with this Section 3(d) shall be void ab initio. (e) Notwithstanding subsections (a) through (d) above and subsection (f) below, from the date hereof until the earlier of (i) the first anniversary of the Final Closing and (ii) 180 days following the closing of a Qualified IPO (or, if permitted by the lead managing underwriter, sooner), the Founding Stockholders shall not, without the Company’s and Placement Agent’s joint prior written consent (which consent shall not be unreasonably withheld), conduct or effect a Transfer. (f) Subject to the terms and conditions of Annex A attached hereto, the restrictions provided for in subsections (a) through (d) above shall expire upon the consummation of a Qualified IPO.

General Restrictions on Transfer. (a) A Shareholder None of the Shareholders and the Principals may Transfer any Equity Securities only (i) of the Company unless such Transfer is conducted in a Public Salecompliance with all applicable Laws, this Agreement and the Restated Articles. Any Transfer or attempted Transfer of any Equity Securities of the Company not made in compliance with this Section 6.1 shall be null and void ab initio and shall not be entered into the Company’s register of members, and the purported transferee in any such Transfer shall not be treated (iiand the purported transferor shall continue be treated) pursuant to a valid exemption from registration under as the owner of such Equity Securities Act, provided that of the Shareholder complies with Section 5(b) belowCompany for all purposes of this Agreement. (b) Prior Each of the Shareholders and the Principals agrees not to any proposed circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity SecuritiesSecurities or the Transfer of assets by any such Person, or otherwise. If any Equity Security of the holder thereof Company is owned by its ultimate Beneficial Owner through one or more intermediate holding companies, any Transfer, repurchase, or new issuance of Equity Securities of such holding companies or similar transactions that have the effect of change the beneficial ownership of such Equity Security of the Company shall give written notice (a "be deemed as an indirect Transfer Notice") of such Equity Securities of the Company and be subject to the Company of its intention to effect transfer restrictions set forth in this Agreement as if such Transferultimate Beneficial Owner is a Shareholder, and the Company relevant Shareholder shall deliver a copy of ensure that such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance ultimate Beneficial Owner complies with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend transfer restrictions set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesherein. (c) If In addition to any Transfer of legends required by applicable Law, each certificate representing the Equity Securities is made or suffered by any Shareholder without the giving of notice required by this Agreement, such purported Transfer shall be void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer shall bear a legend substantially in addition tothe following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, and without prejudice toAS AMENDED (THE “SECURITIES ACT”), any and all other rights or remedies which may be available to itOR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT. THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND BETWEEN THE COMPANY AND CERTAIN HOLDERS OF SHARES OF THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.”

General Restrictions on Transfer. (a) A Each Management Shareholder may Transfer understands and agrees that the Group Equity Securities only held by it on the date hereof have not been registered under the Securities Act and are restricted securities under the Securities Act. No Management Shareholder shall Transfer any Group Equity Securities (or solicit any offers in respect of any Transfer of any Group Equity Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to which such Group Equity Securities were issued. No Management Shareholder shall Transfer any Group Equity Securities if such Transfer would cause any class of Group Equity Securities to be required to become subject to registration under the Exchange Act. (b) Notwithstanding anything in this Agreement to the contrary, no Management Shareholder shall Transfer any Group Equity Securities to any Person (i) without, to the extent applicable, the prior consent of the BMA pursuant to the Exchange Control ▇▇▇ ▇▇▇▇ and its related regulations (“BMA Transfer Approval”) and such transferring Management Shareholder shall cooperate with the Company or Warner II, as applicable, and such entity’s Bermuda counsel in a Public Saleobtaining such consent, and (ii) other than in connection with the Transfer of Group Equity Securities pursuant to a valid exemption from registration under Sections 4.01 or 4.02, unless the Securities Act, provided that the Shareholder complies with Section 5(b) below. (b) Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of transferee in such Transfer Notice shall have agreed in writing to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested be bound by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that this Agreement by executing a Joinder Agreement (unless such transferee is already so bound) or otherwise agree to be bound by the Company shall have the right terms of this Agreement applicable to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstancesManagement Shareholder. (c) If Notwithstanding anything in this Agreement to the contrary, any attempt to Transfer of any Group Equity Securities is made or suffered by any Shareholder without the giving of notice required by not in compliance with this Agreement, such purported Transfer Agreement shall be void. Furthernull and void and have no force or effect, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company and/or Warner II, as the case may hold be, shall not, and refuse to shall cause any transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition agent not to, give any effect in such entity’s share records to such attempted Transfer. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and without prejudice to, any in the best interests of the Company and all other rights or remedies which may be available to itWarner II.

General Restrictions on Transfer. (a) A Shareholder Stockholder may Transfer Equity Securities shares thereof only (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration under the Securities Act, provided provided, that the Shareholder such Stockholder complies with Section 5(b2 and Section 3(b) belowhereof or, (iii) subject to Section 2, to Permitted Transferees. (b) Prior to any proposed Transfer of any of the Equity Securities, the holder thereof shall give written notice (a "“Transfer Notice"”) to the Company of his, her or its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company Placement Agent within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed purported Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any of the Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof2, except that such certificate shall not bear such the legend in the second paragraph thereof (or any portion thereof) if: (a) such Transfer is being made in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b3(b) shall not apply to securities which that are not required to bear the legend prescribed by Section 4 hereof 2 in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder Stockholder without the giving of prior written notice as required by this Agreement, such purported Transfer shall be void. Further, if any of the Equity Securities are the subject of a Transfer that is made not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any of the Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which as may be available to itthe Company.

General Restrictions on Transfer. (a) A Shareholder Stockholder may Transfer Equity Securities shares thereof only (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration under the Securities Act; provided, provided that the Shareholder such Stockholder complies with Section 5(b2 and Section 3(b) belowhereof or, (iii) subject to Section 2 hereof, to a Permitted Transferee. (b) Prior to any proposed Transfer of any of the Equity Securities, the holder thereof shall give written notice (a "“Transfer Notice"”) to the Company of his or its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed purported Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Act. Each certificate representing any of the Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof2, except that such certificate shall not bear such the legend in clause (b) thereof (or any portion thereof) if: (a) such Transfer is being made in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b3(b) shall not apply to securities which Equity Securities that are not required to bear the legend prescribed by Section 4 hereof 2 in accordance with the provisions of that such Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities is made or suffered by any Shareholder Stockholder without the giving of prior written notice as required by this Agreement, such purported Transfer shall be void. Further, if any of the Equity Securities are the subject of a Transfer that is made not in accordance with the terms and conditions of this Agreement, such Transfer shall be void ab initio. In enforcing this provision, the Company may hold and refuse to transfer any of the Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which as may be available to itthe Company.

General Restrictions on Transfer. Except as 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 (a2) A YEARS from the date hereof. 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, agreeing to be bound by the terms and conditions of this Agreement. Upon any Transfer by any Shareholder of any of its Capital Stock, in accordance with the terms of this Agreement, the Permitted Transferee shall be substituted for, and shall 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 the exclusive benefit of 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 such trust is to cease to be for the exclusive benefit of such persons related to such Shareholder, as the case may be, such Permitted Transferee shall immediately prior to ceasing to be an Affiliate of such Shareholder, or such trust, shall immediately prior to ceasing to be for the exclusive benefit of such Persons, as the case may be, Transfer Equity Securities only such Capital Stock back to such Shareholder or one of the Shareholder’s Permitted Transferees. Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not, directly or indirectly, Transfer any of its Capital Stock (i) in a Public Sale, and (ii) pursuant to a valid exemption from registration except as permitted under the Securities Act, provided that the Shareholder complies with Section 5(b) below. (b) Prior to any proposed Transfer of any Equity Securities, the holder thereof shall give written notice (a "Transfer Notice") to the Company of its intention to effect such TransferAct and other applicable federal or state securities laws, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer andthen, if requested by the Company, shall be accompanied by only upon delivery to the Company of an opinion of counsel reasonably in form and substance satisfactory to the Company to the effect that the proposed such Transfer may be effected without registration under the Securities Act and any applicable state securities lawsAct, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; provided, however, that the Company shall have the right to refuse any proposed Transfer that (ii) if it would cause the Company or any of its Subsidiaries to lose its exemption from registration be required to register as an investment company under Section 12(gthe Investment Company Act of 1940, as amended, or (iii) if it would cause the assets of the Exchange Act. Each certificate representing any Equity Securities transferred as above provided shall bear the legend set forth in Section 2 hereof, except that such certificate shall not bear such legend (Company or any portion thereof) if: (a) of its 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. In any event, the Board may refuse the Transfer to any Person if such Transfer is in accordance with would have a material adverse effect on the provisions Company as a result of Rule 144(k) (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 rule permitting public sale without registration) under the Securities Act shares of R▇▇▇▇▇ ▇▇▇▇▇▇ or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to his affiliates. Any Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities which are not required to bear the legend prescribed by Section 4 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any or attempted Transfer of Equity Securities is made or suffered by any Shareholder without the giving Capital Stock in violation of notice required by this Agreement, such purported Transfer Agreement shall be null and void. Further, if any Equity Securities are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, no such Transfer shall be void ab initio. In enforcing 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 Capital Stock for all purposes of this provision, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to itAgreement.

General Restrictions on Transfer. (a) A Shareholder The Shares may only be Transferred in compliance with applicable federal and any applicable state securities laws. In connection with any Transfer Equity Securities only (i) in a Public Saleof the Shares, the Company shall require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and (ii) pursuant reasonably acceptable to a valid exemption from the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration of such transferred Shares under the Securities Act. As a condition of Transfer, provided that any such transferee shall agree in writing to be bound by the Shareholder complies with Section 5(b) belowterms of this Agreement, unless the Shares are thereafter no longer “restricted securities.” (b) Prior Ten (10) business days prior to any proposed Transfer of any Equity SecuritiesShares, the holder thereof shall give written notice (a "“Transfer Notice"”) to the Company of its intention to effect such Transfer, and the Company shall deliver a copy of such Transfer Notice to the Company within ten (10) business days of its receipt thereof. Each such Transfer Notice shall describe the manner of the proposed Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such shares shall be entitled to effect such Transfer in accordance with the terms of its Transfer Notice; providedNotice with the Company’s approval, however, that the Company which approval shall have the right to refuse any proposed Transfer that would cause the Company to lose its exemption from registration under Section 12(g) of the Exchange Actnot be unreasonably withheld. Each certificate representing any Equity Securities Shares transferred as above provided shall bear the legend set forth in Section 2 5.2 hereof, except that such certificate shall not bear such legend (or any portion thereof) if: (a) such Transfer is in accordance with the provisions of Rule 144(k) (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to Transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) 5.1 shall not apply to securities which are not required to bear the legend prescribed by Section 4 5.2 hereof in accordance with the provisions of that Section. The Company hereby agrees that it shall not request such opinion of counsel with respect to transfers effected pursuant to Rule 144 except in unusual circumstances. (c) If any Transfer of Equity Securities Shares is made or suffered by any Shareholder Subscriber without the giving of notice required by this Agreement, such purported Transfer shall be be, to the extent permitted by law, void. Further, if any Equity Securities Shares are the subject of a Transfer not in accordance with the terms and conditions of this Agreement, such Transfer shall be be, to the extent permitted by law, void ab initio. In enforcing this provision, the Company may may, to the extent permitted by law, hold and refuse to transfer any Equity Securities Shares or any certificate therefor tendered to it for transfer in addition to, and without prejudice to, any and all other rights or remedies which may be available to it.