Common use of Limitations on Transfer Clause in Contracts

Limitations on Transfer. Each Principal Stockholder agrees that he or it will not, without the prior written consent of Purchaser, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees THE BENEFICIAL INTEREST OF A BENEFICIARY MAY NOT BE TRANSFERRED OTHER THAN BY WILL, INTESTATE SUCCESSION OR OPERATION OF LAW; provided that he a Beneficiary shall be allowed to assign or it will nottransfer a Beneficial Interest held by a tax-qualified employee retirement plan or account (including a regular ▇▇▇, without a ▇▇▇▇▇ plan or a 401(k) plan) to the prior written consent of Purchaserplan participant or account owner, but only if and to the extent that (a) directly a distribution from the plan or indirectly, sell, transfer, pledge, assign account is required to be made in order to satisfy the required minimum distribution (“RMD”) provisions applicable to such plan or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares or any securities convertible into or exchangeable for common stock of Selleraccount, and (b) take any action such RMD requirements cannot be satisfied by distributing other assets from such plan or account, or from other accounts of such account owner; and further provided, that would prohibitthe executor or administrator of the estate of a Beneficiary may mortgage, prevent pledge, grant a security interest in, hypothecate or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitationotherwise encumber, the granting Beneficial Interest held by the estate of a power such Beneficiary if necessary in order to borrow money to pay estate, succession or inheritance taxes or the expenses of attorney with respect administering the estate of the Beneficiary, upon written notice to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior and upon written consent of Purchaser if such Permitted Transferee executes a counterpart the Trustees, which consent may be withheld in the Trustees’ sole discretion. Furthermore, except as may be otherwise required by law, the Beneficial Interests of this Agreement agreeing to the Beneficiaries hereunder shall not be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to attachment, execution, sequestration or any order of a court, nor shall such interests be subject to the contracts, debts, obligations, engagements or liabilities of any Beneficiary. The interest of a Beneficiary shall be paid by the Trustees to the Beneficiary free and clear of all assignments, attachments, anticipations, levies, executions, decrees and sequestrations and shall become the property of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to Beneficiary only when actually received by such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementBeneficiary.

Limitations on Transfer. Each Principal Stockholder agrees that he or it will not, without the prior written consent of Purchaser, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s 's obligations hereunder shall attach to such Principal Stockholder’s 's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s 's heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s 's Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s 's transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees that he or it will not, without the prior written consent of Purchaser, (a) directly or indirectlyNotwithstanding any other provision of this Warrant Agreement, sellthe Warrants, transferand the Common Shares issuable upon exercise thereof, pledgehave not been registered under the Securities Act and, assign accordingly, may not be resold or otherwise dispose transferred within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), except as set forth in the following sentence. The Warrant Holders may not sell or enter into transfer any contractWarrants in the absence of an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act. By accepting a Warrant (whether at initial issuance or pursuant to a Transfer thereof), optionthe recipient thereof agrees (A) that, commitment or other arrangement or understanding with respect prior to the sale, transfer, pledge, assignment or other disposition of, any expiration of the Owned Shares applicable holding period pursuant to Rule 144 under the Securities Act, it will not resell or otherwise transfer such Warrants except (1) to the Company or any securities convertible into Subsidiary thereof or exchangeable for common stock (2) in accordance with an exemption from the registration requirements of Sellerthe Securities Act (and based upon an opinion of counsel if the Company or the Warrant Agent so requests), and (bB) take to inform any action that would prohibitsubsequent Warrant Holder of the limitations on Transfer set forth in this Section 2.06, prevent or preclude and shall instruct and direct each such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect Warrant Holder to conform to the Owned Shares, depositing restrictions set forth herein and shall maintain any applicable legends in its books and records. Any attempted or purported Transfer of all or a portion of the Owned Shares Warrants held by a Warrant Holder in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart violation of this Agreement agreeing to Section 2.06 shall be bound by this Agreement null and agrees in writing to hold void and of no force or effect whatsoever, such Owned Shares (or interest in such Owned Shares) subject to all purported transferee will not be treated as an owner of the terms and provisions Warrants for purposes of this Agreement, provided that the Principal Stockholder shall remain liable under this Warrant Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation and the Warrant Agent will not register such Principal Stockholder’s heirs, guardians, administrators or successorsTransfer in the Warrant Register. Each Principal Stockholder further covenants and agrees not to request that Seller register The Common Shares issuable in connection with the transfer (book-entry or otherwiseexercise of a Warrant shall be issued in accordance with Section 3.05(b) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agreesThe Warrant Agent shall not be under any duty or responsibility to ensure compliance by the Company, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent any Warrant Holder or any other Person with this Agreementany applicable U.S. federal or state securities laws.

Limitations on Transfer. Each Principal Stockholder agrees THE BENEFICIAL INTEREST OF A BENEFICIARY MAY NOT BE TRANSFERRED OTHER THAN BY WILL, INTESTATE SUCCESSION OR OPERATION OF LAW; provided that he a Beneficiary shall be allowed to assign or it will nottransfer a Beneficial Interest held by a tax-qualified employee retirement plan or account (including a regular ▇▇▇, without a ▇▇▇▇▇ plan or a 401(k) plan) to the prior plan participant or account owner, but only if and to the extent that (x) a distribution from the plan or account is required to be made in order to satisfy the required minimum distribution (“RMD”) provisions applicable to such plan or account, and (y) such RMD requirements cannot be satisfied by distributing other assets from such plan or account, or from other accounts of such account owner; and further provided, that the executor or administrator of the estate of a Beneficiary may mortgage, pledge, grant a security interest in, hypothecate or otherwise encumber, the Beneficial Interest held by the estate of such Beneficiary if necessary in order to borrow money to pay estate, succession or inheritance taxes or the expenses of administering the estate of the Beneficiary, upon written notice to and upon written consent of Purchaserthe Trustees, (a) directly which consent may be withheld in the Trustees’ sole discretion. Furthermore, except as may be otherwise required by law, the Beneficial Interests of the Beneficiaries hereunder shall not be subject to attachment, execution, sequestration or indirectlyany order of a court, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect nor shall such interests be subject to the salecontracts, transferdebts, pledgeobligations, assignment engagements or other disposition ofliabilities of any Beneficiary. The interest of a Beneficiary shall be paid by the Trustees to the Beneficiary free and clear of all assignments, any attachments, anticipations, levies, executions, decrees and sequestrations and shall become the property of the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude Beneficiary only when actually received by such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementBeneficiary.

Limitations on Transfer. Each Principal Stockholder agrees that he he, she or it will not, without the prior written consent of PurchaserParent, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares Shares, or any securities convertible into or exchangeable for common stock of SellerShares, and or (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing his, her or its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser Parent if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser Parent and Seller the Company may notify Sellerthe Company’s transfer agent agent, if any, of the terms hereof. Each Principal Stockholder agrees, if requested by PurchaserParent, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Until the termination of this Agreement pursuant to Section 12 hereof, each Principal Stockholder agrees that he he, she or it will not, without the prior written consent of PurchaserBuyer, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares except as specifically permitted on Schedule I, or any securities convertible into or exchangeable for common stock of SellerParent, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser Buyer if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that Until the termination of this Agreement and pursuant to Section 12 hereof, each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser Buyer and Seller Parent may notify SellerParent’s transfer agent of the terms hereof. Each Until the termination of this Agreement pursuant to Section 12 hereof, each Principal Stockholder agrees, if requested by PurchaserBuyer, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees that he he, she or it will not, without the prior written consent of PurchaserBuyer, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares except as set forth on Schedule I, or any securities convertible into or exchangeable for common stock of SellerParent, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser Buyer if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser Buyer and Seller Parent may notify SellerParent’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by PurchaserBuyer, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees that he or it will not, without the prior written consent of Purchaser, (a) directly or indirectlySo long as the ownership of the Auction Rate Bonds during any Auction Rate-Inverse Rate Period is maintained in book-entry form by the Securities Depository, an Existing Holder may sell, transfer, pledge, assign transfer or otherwise dispose of, of Auction Rate Bonds during an Auction Rate-Inverse Rate Period only pursuant to a Bid or enter into any contract, option, commitment Sell Order placed in an Auction or other arrangement to or understanding with respect through a Broker-Dealer or to a person that has signed and delivered a Purchaser's Letter to the saleAuction Agent, provided that in the case of all transfers other than pursuant to Auctions such Existing Holder, its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer, pledge, assignment or other disposition of, any of the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and . (b) take any action that would prohibitSo long as the ownership of the Auction Rate Bonds during an Auction Rate Period is maintained in book-entry form by the Securities Depository, prevent an Existing Holder may sell, transfer or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting otherwise dispose of Auction Rate Bonds only pursuant to a power of attorney with respect Bid or Sell Order placed in an Auction or to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned SharesBroker-Dealer, provided, however, that (a) sale, transfer or other disposition of Auction Rate Bonds from a Principal Stockholder may customer of a Broker-Dealer who is listed on the records of that Broker- Dealer as the holder of such Auction Rate Bonds to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer any or other disposition for purposes of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser this Section 2.04 if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all Broker-Dealer remains the Existing Holder of the terms Auction Rate Bonds so sold, transferred or disposed of immediately after such sale, transfer or disposition and provisions (b) in the case of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach transfers other than pursuant to Auctions such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity Broker-Dealer to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless whom such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent shall advise the Auction Agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreementtransfer.

Limitations on Transfer. Each Principal Stockholder agrees that he or it will Except as expressly provided in this Agreement, the Shareholders shall not, without the prior written consent of Purchaser, (a) directly or indirectly, offer or sell, pledge, transfer, pledge, assign or otherwise dispose ofof all or any portion of the HCC Shares, or enter into solicit any contractoffer to buy, optionpurchase, commitment or other arrangement otherwise acquire or understanding with respect take a pledge of all or any portion of the HCC Shares, except (A) in the manner and to the extent described in (i) a registration statement in effect under the Securities Act of 1933 (the "Act") covering the HCC Shares and as to which a prospectus meeting the requirements of the Act is duly delivered and filed as necessary with any state agency or (ii) an opinion of counsel for the Shareholders reasonably acceptable to HCC, which opinion is in form and substance satisfactory to counsel for HCC, to the effect that such proposed offer, sale, pledge, transfer, pledge, assignment or other disposition ofof HCC Shares may lawfully be made without such registration, any delivery or state filing or (B) pursuant to trades made on the Alberta Stock Exchange ("ASE") after 90 days following the Closing pursuant to Rule 904 of Regulation S under the Act. The Shareholders acknowledge that they have consulted with counsel concerning the limited availability of exemptions from registration under the Act or exemptions from qualification under state securities laws and they understand that they (i) may bear the economic risk of investment in the HCC Shares for an indefinite period of time because the HCC Shares have not been registered under the Act or qualified under state securities laws and, therefore, cannot be sold unless they are subsequently registered under the Act or qualified under state securities laws or an exemption from such registration, such as that contained in Rule 904, or from state qualification is available, (ii) HCC is not obligated to register the HCC Shares under the Act or qualify them under state securities laws, (iii) that absent registration, the HCC Shares ordinarily may not be sold in the United States for at least one year after the Closing and then only in accordance with Rule 144 under the Act, and absent qualification under state securities laws may be subject to similar restrictions and (iv) the HCC Shares may not be sold, transferred or otherwise disposed of in the province of Alberta, Canada, or traded through the facilities of the Owned Shares or any securities convertible into or exchangeable ASE for common stock a period of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, 90 days following the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementClosing.

Limitations on Transfer. Each Principal Stockholder agrees that he or it will not, without the prior written consent of Purchaser, (a) directly or indirectlyThe Warrants and the Shares shall not be sold, sellassigned, transfertransferred, pledge, assign pledged or otherwise dispose ofencumbered unless and until the Warrants become exercisable pursuant to Schedule I. After such Warrants become exercisable pursuant to Schedule I, then the Warrants and the Shares can be sold, assigned, transferred, pledged, or enter into otherwise encumbered except upon the conditions specified in this Agreement. Warrantholder will cause any contractproposed purchaser, optionassignee, commitment transferee or other arrangement pledgee of the Warrants or understanding with respect the Shares, except for transferees in dispositions of Shares that are pursuant to an effective registration statement under the Securities Act of 1933 (the “Act”), or dispositions of Shares pursuant to Rule 144 or Rule 144A under the Act, to agree to take and hold such securities subject to the saleprovisions and upon the conditions specified in this Agreement. The Warrants may be divided or combined, transferupon request to the Company by a Warrantholder, pledgeinto a certificate or certificates representing the right to purchase the same aggregate number of Shares. Unless the context indicates otherwise, assignment the term “Warrantholder” shall include any transferee or other disposition of, any transferees of the Owned Warrants or the Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing are required to be bound by the terms hereof, and the term “Warrants” shall include any and all warrants outstanding pursuant to this Agreement Agreement, including those evidenced by a certificate or certificates issued upon division, exchange or substitution pursuant to this Agreement. Warrantholder by its receipt of a Warrant certificate, agrees to be bound by and comply with the terms of this Agreement. Warrantholder represents and agrees that the Warrant (and Shares if the Warrant is exercised) is purchased only for investment, for such Warrantholder’s own account, and without any present intention to sell, or with a view to distribution of, the Warrant or Shares. (b) If Warrantholder desires to sell the Warrants, Warrantholder shall deliver a written notice thereof (“Right of First Offer Notice”) to the Company. (c) Upon receipt of the Right of First Offer Notice, the Company shall have thirty (30) calendar days to provide Warrantholder with a binding, written offer (the “Offer”) to purchase the Warrants. Any Offer must include, at a minimum, a price, in writing cash, for the Warrants, a description of any material conditions applicable to hold the purchase thereof, and the time period within which the Company is prepared to close such Owned Shares purchase (or interest which shall be as soon as reasonably practicable, but in such Owned Sharesno event later than sixty (60) subject calendar days after the date of the Right of First Offer Notice. Upon receipt of an Offer from the Company, Warrantholder shall have the right, but not the obligation, to all of accept the same by delivering written notice to the Company, which notice shall constitute a contract between Warrantholder to sell, and the Company to purchase, the Warrants on the terms and provisions conditions described therein. (d) If Warrantholder elects not to accept any Offer, Warrantholder may sell the Warrants to a third party, provided that, the sale price for the Warrants must be in cash and may not be less than 105% of the price set forth in any Offer that was timely delivered to Warrantholder. The sale must be concluded within the later to occur of (i) one hundred eighty (180) calendar days from the date of such election and (ii) receipt of any third party consents or approvals required in connection with such sale. If Warrantholder elects not to accept an Offer for the Warrants and does not agree to sell the Warrants in accordance with the terms of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership within thirty (30) calendar days of such Owned Shares may passelection, whether by operation then Warrantholder shall not sell the Warrants for a period of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register one (1) year following the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any expiration of such Principal Stockholder’s Owned Shares, unless thirty (30) calendar day period. Following such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agreesone (1) year period, if requested by PurchaserWarrantholder desires to sell the Warrants, that such Principal Stockholder Warrantholder shall tender its Owned Shares for once again deliver a Right of First Offer Notice to the inscription of a legend consistent with this AgreementCompany.

Limitations on Transfer. Each Principal Stockholder agrees that he he, she or it will not, without the prior written consent of PurchaserReflect, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares Shares, or any securities convertible into or exchangeable for common stock of SellerShares, and or (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing his, her or its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser Reflect if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser Reflect and Seller the Company may notify Sellerthe Company’s transfer agent agent, if any, of the terms hereof. Each Principal Stockholder agrees, if requested by PurchaserReflect, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.

Limitations on Transfer. Each Principal Stockholder agrees THE BENEFICIAL INTEREST OF A BENEFICIARY MAY NOT BE TRANSFERRED OTHER THAN BY WILL, INTESTATE SUCCESSION OR OPERATION OF LAW; provided that he a Beneficiary shall be allowed to assign or it will nottransfer a Beneficial Interest held by a tax-qualified employee retirement plan or account (including a regular ▇▇▇, without a ▇▇▇▇▇ plan or a 401(k) plan) to the prior written consent of Purchaserplan participant or account owner, but only if and to the extent that (a) directly a distribution from the plan or indirectly, sell, transfer, pledge, assign account is required to be made in order to satisfy the required minimum distribution (“RMD”) provisions applicable to such plan or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares or any securities convertible into or exchangeable for common stock of Selleraccount, and (b) take any action such RMD requirements cannot be satisfied by distributing other assets from such plan or account, or from other accounts of such account owner; and provided further, that would prohibitthe executor or administrator of the estate of a Beneficiary may mortgage, prevent pledge, grant a security interest in, hypothecate or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitationotherwise encumber, the granting Beneficial Interest held by the estate of a power such Beneficiary if necessary in order to borrow money to pay estate, succession or inheritance taxes or the expenses of attorney with respect administering the estate of the Beneficiary, upon written notice to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior and upon written consent of Purchaser if such Permitted Transferee executes a counterpart the Trustees, which consent may be withheld in the Trustees’ sole discretion. Furthermore, except as may be otherwise required by law, the Beneficial Interests of this Agreement agreeing to the Beneficiaries hereunder shall not be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to attachment, execution, sequestration or any order of a court, nor, except as provided herein, shall such interests be subject to the contracts, debts, obligations, engagements or liabilities of any Beneficiary. The interest of a Beneficiary shall be paid by the Trustees to the Beneficiary free and clear of all assignments, attachments, anticipations, levies, executions, decrees and sequestrations and shall become the property of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to Beneficiary only when actually received by such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementBeneficiary.

Limitations on Transfer. Each Principal Stockholder Mortgagor hereby covenants and agrees that he or it Mortgagor will not, without the prior written consent in each instance of PurchaserMortgagee, which may be withheld in Mortgagee's sole discretion except as provided below, (ai) directly or indirectlyconvey, sell, transferassign, lease or otherwise transfer any interest of Mortgagor in the Mortgaged Property or any portion thereof, (ii) pledge, mortgage, hypothecate, place a deed of trust or other lien on or otherwise encumber Mortgagor's interest in the Mortgaged Property or any portion thereof, (iii) permit the conveyance, sale, assignment, pledge, assign mortgage, hypothecation or otherwise dispose ofother transfer or disposition, either directly or indirectly or through one or more step transactions or tiered transactions, of interests in Mortgagor or in the partners, shareholders, principals, trustee or beneficiary of Mortgagor or in the partners, shareholders, principals, trustees or beneficiaries of such partners, shareholders, principals, trustee or beneficiary, or any portion thereof, or (iv) enter into or permit to be entered into any contractagreement or arrangement to do any of the foregoing unless such agreement or arrangement is expressly made subject to Mortgagee's approval (each of the aforesaid acts referred to in clauses (i) through (iv) above being referred to herein as a "Transfer"). Any conveyance, option, commitment or other arrangement or understanding with respect to the sale, transferassignment, lease, pledge, assignment mortgage, hypothecation, encumbrance or other disposition of, any transfer deemed to be such by operation of Law shall also be deemed to be a Transfer. Any attempted Transfer in violation of this Section shall be void and of no force or effect. Transfers of membership interests in the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee Borrower shall not be permitted without the prior written consent of Purchaser if such Permitted Transferee executes Mortgagee, which consent will not be unreasonably withheld or delayed. Notwithstanding the same, transfers which (i) do not result in more than a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all majority of the terms and provisions membership interests of this AgreementClass B Members of Borrower being transferred, provided that or (ii) result from the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach death of a member or are a transfer to such Principal Stockholder’s Owned Shares and a spouse, child or entity for which the member, a spouse and/or child are the sole beneficiary(ies), shall be binding upon any person or entity to which legal or beneficial ownership permitted without consent of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementMortgagee.

Limitations on Transfer. Each Principal Stockholder agrees that he 1. Anything herein to the contrary notwithstanding, no contract, agreement, commitment or it will notarrangement, lease, license or permit which would otherwise constitute one of the Contracts, the Equipment Leases, the Real Property Leases or the permits, shall be deemed transferred or assigned to Purchaser pursuant to this Agreement, if the attempted transfer or assignment of same to Purchaser without the prior written consent or approval of Purchaseranother party or governmental entity would be ineffective or would constitute a breach thereof or a violation of any law or regulation or would, in any other way, have a Material Adverse Effect on the rights of Seller (aor Purchaser as a transferee or assignee) directly thereunder (the "Unassigned Contracts"). If such consent or indirectly, sell, transfer, pledge, assign or otherwise dispose ofapproval is not obtained, or if any attempted assignment would be ineffective or constitute such a breach or violation or so affect such rights, then Purchaser and Seller shall, with respect thereto, enter into any contractother reasonable arrangement, optionincluding a subcontracting, commitment subleasing or agency arrangement, designed to provide Purchaser with the benefit of the Unassigned Contracts, transfer to Purchaser the performance obligations or full economic risk, expenses and costs associated therewith and indemnify Seller with respect thereto. In any event, Purchaser shall fully indemnify Seller with respect to all liabilities and obligations arising out of the Unassigned Contracts. 2. In making the conveyance of the Assets to Purchaser as contemplated by this Agreement, Seller is doing so on an "AS IS" and "WHERE IS" basis and except for the representations and warranties expressly made by Seller in this Agreement or in the agreements delivered by Seller in connection with the consummation of transactions contemplated hereby, SELLER IS NOT MAKING ANY REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DESIGN, CONDITION, CAPACITY, VALUE, UTILITY, PERFORMANCE, QUALITY, OR DOCUMENTATION OF ANY ASSETS OR THE BUSINESS, OR THE COLLECTIBILITY OF ANY ACCOUNTS, THE ENFORCEABILITY OF ANY LEASE OR CONTRACT, OR REGARDING THE VIABILITY OR CONTINUED SUCCESS OF THE BUSINESS, IN CONNECTION WITH THE SALE, ASSIGNMENT, LEASE, SUBLEASE, OR TRANSFER OF THE ASSETS OR THE BUSINESS, NOR IS SELLER MAKING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS. Nonetheless, the inventory sold herein shall be sold subject to the terms and conditions of the Distributor Agreements executed by the Purchaser in connection with this Agreement. 3. Purchaser has been given the opportunity to make an independent examination of the Assets and is relying on said independent examination at its own risk. The parties have negotiated the Purchase Price extensively and in part may have used the available financial statements of the Business as the basis for some of the negotiations. However, notwithstanding the use of such financial statements, and such matters as the level of reserves as may have been established for obsolescence, bad debts or contingent liabilities of the Business, no representation with respect thereto is being made by Seller herein or in connection herewith, and other arrangement or understanding than the adjustments contemplated under SECTION 2.3 hereof, no adjustments are to be made with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares Purchase Price for the inscription Assets on or after the Closing as a result of a legend consistent with this Agreementwhat is or is not reflected therein.

Limitations on Transfer. Each Principal Stockholder agrees that he or it will not, without the prior written consent of Purchaser, (a) directly or indirectlyThe Warrants and the Shares shall not be sold, sellassigned, transfertransferred, pledge, assign pledged or otherwise dispose ofencumbered except upon the conditions specified in this Agreement. Warrantholder will cause any proposed purchaser, assignee, transferee or pledgee of the Warrants or the Shares, except for transferees in dispositions of Shares that are pursuant to an effective registration statement under the Securities Act of 1933 (the “Act”), or enter into any contractdispositions of Shares pursuant to Rule 144 or Rule 144A under the Act, option, commitment or other arrangement or understanding with respect to agree to take and hold such securities subject to the saleprovisions and upon the conditions specified in this Agreement. The Warrants may be divided or combined, transferupon request to the Company by a Warrantholder, pledgeinto a certificate or certificates representing the right to purchase the same aggregate number of Shares. Unless the context indicates otherwise, assignment the term “Warrantholder” shall include any transferee or other disposition of, any transferees of the Owned Warrants or the Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing are required to be bound by the terms hereof, and the term “Warrants” shall include any and all warrants outstanding pursuant to this Agreement Agreement, including those evidenced by a certificate or certificates issued upon division, exchange or substitution pursuant to this Agreement. Warrantholder by its receipt of a Warrant certificate, agrees to be bound by and comply with the terms of this Agreement. Warrantholder represents and agrees that the Warrant (and Shares if the Warrant is exercised) is purchased only for investment, for such Warrantholder’s own account, and without any present intention to sell, or with a view to distribution of, the Warrant or Shares. (b) If Warrantholder desires to sell the Warrants, Warrantholder shall deliver a written notice thereof (“Right of First Offer Notice”) to the Company. (c) Upon receipt of the Right of First Offer Notice, the Company shall have thirty (30) calendar days to provide Warrantholder with a binding, written offer (the “Offer”) to purchase the Warrants. Any Offer must include, at a minimum, a price, in writing cash, for the Warrants, a description of any material conditions applicable to hold the purchase thereof, and the time period within which the Company is prepared to close such Owned Shares purchase (or interest which shall be as soon as reasonably practicable, but in such Owned Sharesno event later than sixty (60) subject calendar days after the date-of the Right of First Offer Notice). Upon receipt of an Offer from the Company, Warrantholder shall have the right, but not the obligation, to all of accept the same by delivering written notice to the Company, which notice shall constitute a contract between Warrantholder to sell, and the Company to purchase, the Warrants on the terms and provisions conditions described therein. (d) If Warrantholder elects not to accept any Offer, Warrantholder may sell the Warrants to a third party, provided that, the sale price for the Warrants must be in cash and may not be less than 105% of the price set forth in any Offer that was timely delivered to Warrantholder. The sale must be concluded within the later to occur of (i) one hundred eighty (180) calendar days from the date of such election and (ii) receipt of any third party consents or approvals required in connection with such sale. If Warrantholder elects not to accept an Offer for the Warrants and does not agree to sell the Warrants in accordance with the terms of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership within thirty (30) calendar days of such Owned Shares may passelection, whether by operation then Warrantholder shall not sell the Warrants for a period of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register one (1) year following the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any expiration of such Principal Stockholder’s Owned Shares, unless thirty (30) calendar day period. Following such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agreesone (1) year period, if requested by PurchaserWarrantholder desires to sell the Warrants, that such Principal Stockholder Warrantholder shall tender its Owned Shares for once again deliver a Right of First Offer Notice to the inscription of a legend consistent with this AgreementCompany.

Limitations on Transfer. Each Principal Stockholder Mortgagor hereby covenants and agrees that he or it will notneither Mortgagor will, without the prior written consent in each instance of PurchaserMortgagee, which may be withheld in Mortgagee's sole discretion, (ai) directly or indirectlyconvey, sell, transferassign, lease or otherwise transfer any interest of Mortgagor in the Mortgaged Property or any portion thereof, (ii) pledge, mortgage, hypothecate, place a deed of trust or other lien on or otherwise encumber Mortgagor's interest in the Mortgaged Property or any portion thereof, (iii) permit the conveyance, sale, assignment, pledge, assign mortgage, hypothecation or otherwise dispose ofother transfer or disposition, either directly or indirectly or through one or more step transactions or tiered transactions, of interests in Mortgagor or in the partners, shareholders, principals, trustee or beneficiary of Mortgagor or in the partners, shareholders, principals, trustees or beneficiaries of such partners, shareholders, principals, trustee or beneficiary, or any portion thereof, or (iv) enter into or permit to be entered into any contractagreement or arrangement to do any of the foregoing unless such agreement or arrangement is expressly made subject to Mortgagee's approval (each of the aforesaid acts referred to in clauses (i) through (iv) above being referred to herein as a "Transfer"). Any conveyance, option, commitment or other arrangement or understanding with respect to the sale, transferassignment, lease, pledge, assignment mortgage, hypothecation, encumbrance or other disposition of, any transfer deemed to be such by operation of Law shall also be deemed to be a Transfer. Any attempted Transfer in violation of this Section shall be void and of no force or effect. Transfers of membership interests in the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee Borrower shall not be permitted without the prior written consent of Purchaser if such Permitted Transferee executes Mortgagee, which consent will not be unreasonably withheld or delayed. Notwithstanding the same, transfers which (i) do not result in more than a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all majority of the terms and provisions membership interests of this AgreementClass B Members of spouse, provided that child or entity for which the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and member, a spouse and/or child are the sole beneficiary(ies), shall be binding upon any person or entity to which legal or beneficial ownership permitted without consent of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementMortgagee.

Limitations on Transfer. (a) Each Principal Stockholder hereby agrees that he no Transfer of Equity Interests shall occur in any manner that violates the provisions of this Agreement, the Registration Rights Agreement or any applicable federal or state securities laws. (b) Each Stockholder hereby agrees that, except for Transfers pursuant to Section 4.2, 4.5 or 4.6 or Transfers effected pursuant to an effective registration statement filed under the Securities Act, no Transfer of Equity Interests shall occur unless the Company has been furnished, after it will nothas made a written request to that effect, with an opinion in form and substance reasonably satisfactory to the Company from counsel reasonably satisfactory to the Company that such Transfer may be made without registration under Section 5 under the Securities Act and any applicable state securities laws; provided, however, that this Section 4.1(b) shall not apply to (x) Transfers of Equity Interests by a Stockholder (or Stockholders) who (i) beneficially owns less than ten percent (10%) of the shares of Common Stock then outstanding; (ii) is not an “Affiliate” (as such term is defined in Rule 405 under the Securities Act) of the Company, and (iii) has furnished the Company with a certificate, in form and substance reasonably satisfactory to the Company, signed by an authorized officer of the Stockholder effecting such Transfer, to the effect that the requirements of clauses (i) and (ii) of this proviso are satisfied and that the Stockholder making such Transfer did not receive the securities proposed to be Transferred with a view to a subsequent distribution, (y) Transfers of Equity Interests by a Stockholder who has furnished the Company with a certificate, in form and substance reasonably satisfactory to the Company, signed by an authorized officer of the Stockholder effecting such Transfer, to the effect that the Transfer is being made in compliance with Rule 144 under the Securities Act or (z) Transfers of Equity Interests to the Company pursuant to the repurchase provisions of any management equity plan or agreement or independent director equity plan or agreement. (c) Each Stockholder hereby agrees that, except for Transfers in connection with clause (z) of Section 4.1(b), no Transfer of Equity Interests shall be permitted unless and until the proposed Transferee agrees in writing to become a party to, and be bound to the same extent as its Transferor by the terms of, this Agreement pursuant to the provisions of Section 5.6 hereof. (d) Notwithstanding any other provisions of this Agreement to the contrary, prior to a Public Offering, no Transfer of Equity Interests shall be permitted if, after giving effect to such Transfer, and after giving effect to the conversion, exercise or exchange of all Common Stock Equivalents (other than the Warrants), such Transfer would result in the Company becoming subject to the reporting requirements of the Exchange Act. (e) Each Stockholder hereby agrees that, except for Transfers pursuant to Section 4.6 hereof, no Transfer of Equity Interests to any Company Competitor or an Affiliate of any Company Competitor shall be permitted without the prior written consent of Purchaser, (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Owned Shares or any securities convertible into or exchangeable for common stock of Seller, and (b) take any action that would prohibit, prevent or preclude such Principal Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Owned Shares, provided, however, that a Principal Stockholder may transfer any of its Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal Stockholder’s obligations hereunder shall attach to such Principal Stockholder’s Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal Stockholder’s heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal Stockholder’s Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller may notify Seller’s transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this AgreementBoard.

Limitations on Transfer. (a) Each Principal Stockholder agrees that he or it until the earlier of (i) the Closing Date and (ii) the date of termination of the Merger Agreement in accordance with its terms, the Stockholder will not, without the prior written consent of Purchaser, DG prior to the Closing Date (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose ofof any of the Stockholder's Owned Shares or any securities convertible into or exchangeable for FCN Common Stock, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, of any of the Stockholder's Owned Shares or any securities convertible into or exchangeable for common stock FCN Common Stock (except to the extent relating to a sale, transfer, pledge, assignment or other disposition of Sellerthe Stockholder's Owned Shares after the Closing Date), and or (b) take any action that would prohibit, prevent or preclude such Principal the Stockholder from performing its obligations under this Agreement, including, without limitation, the granting of a power of attorney with respect to the Owned Shares, depositing the Stockholder's Owned Shares in a voting trust or entering into any other stockholder voting agreements with respect to the Stockholder's Owned Shares, provided, however, that a Principal the Stockholder may freely transfer any of its the Stockholder's Owned Shares to a Permitted Transferee without the prior written consent of Purchaser if such Permitted Transferee executes a counterpart of this Agreement agreeing to be bound by this Agreement and agrees in writing to hold such Owned Shares (or interest in such Owned Shares) subject to all of the terms and provisions of this Agreement, provided that the Principal Stockholder shall remain liable under this Agreement in all respects. Each Principal Stockholder further agrees that this Agreement and each Principal the Stockholder’s 's obligations hereunder shall attach to such Principal the Stockholder’s 's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares may pass, whether by operation of law or otherwise, including without limitation such Principal the Stockholder’s 's heirs, guardians, administrators or successors. Each Principal Stockholder further covenants and agrees not to request that Seller FCN register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Principal the Stockholder’s 's Owned Shares, unless such transfer is made in compliance with this Agreement and acknowledges that Purchaser and Seller DG may notify Seller’s FCN's transfer agent of the terms hereof. Each Principal Stockholder agrees, if requested by Purchaser, that such Principal Stockholder shall tender its Owned Shares for the inscription of a legend consistent with this Agreement.