Common use of Limitations on Transfer Clause in Contracts

Limitations on Transfer. (a) Subject to the provisions of Section 2(b) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee. (b) Subject to Sections 2.2(a) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the Company. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws.

Limitations on Transfer. (a) Subject to the provisions of Section 2(b) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee. (b) Subject to Sections 2.2(a) and 2.2(c)the Employee’s Continuous Service through each such date, 1/4th of the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet been be released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) on each of the first four anniversaries of the Issuance Date. In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement the Change of Control Terms and Conditions between the Company and Employee and dated as of , 20 (the Company that is signed by a duly authorized representative “Change of Control Agreement”). (c) Any of the CompanyShares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws.

Limitations on Transfer. (a) Subject Immediately prior to the provisions effectiveness of Section 2(b) belowthis Agreement, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, it is expected that Holdings will complete the Spin-Off by distributing to its stockholders all shares of the Unreleased Shares (as defined below) shall thereupon be forfeited Class A Common Stock and Series A Preferred Stock then held by Holdings, which shares will represent all Company Capital Stock held by Holdings immediately and without any further action by prior to the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by EmployeeSpin-Off. (b) Subject to Sections 2.2(a) and 2.2(c), the Stockholders may Transfer Shares shall vest and Forfeiture Restriction lapse only in accordance with with, and subject to the vesting schedule set forth in the Grant Notice. Any of the Shares whichapplicable provisions of, from time to timethis Agreement, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Sharesincluding Sections 2.3 and 2.4.” (c) In the event of any purported Transfer by a transaction described to Section 11(c) Stockholder of any Shares in violation of the Planprovisions of this Agreement, the Forfeiture Restriction shall automatically lapse if such purported Transfer will be void and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Planno effect, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the Companywill not give effect to such Transfer. (d) No Unreleased Each certificate or book entry representing Shares held by a Stockholder, and each notice with respect to such Shares that may be issued or any interest delivered pursuant to Section 151(f) of the Delaware General Corporation Law, will bear a legend substantially to the following effect (with such additions thereto or right changes therein as the Company may be advised by counsel are required by law or part thereof shall be liable for necessary to give full effect to this Agreement, the debts“Legend”): “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG ORCHARD SUPPLY HARDWARE STORES CORPORATION AND THE STOCKHOLDERS PARTY THERETO, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transferDATED AS OF [Distribution Date], alienation201[1], anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF (including bankruptcyTHE “STOCKHOLDERS’ AGREEMENT”), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF ORCHARD SUPPLY HARDWARE STORES CORPORATION. THE STOCKHOLDERS’ AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT.” In the case of shares of Class B Common Stock and Class C Common Stock held by a Stockholder, such Legend shall also include the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” The Legend will be removed by the Company, with respect to any attempted disposition thereof shall be null and void and certificate or book entry representing Shares, in the event of no effect. Any a Transfer permitted transfer or sale by this Agreement in which the Transferee is not required to enter into an Assumption Agreement pursuant to Section 2.2; provided, that the second paragraph of the Shares Legend (solely with respect to shares of Class B Common Stock and Class C Common Stock) will only be removed if at such time it is subject to restrictions on transfer imposed by any no longer required for purposes of applicable state and federal securities laws. (e) Notwithstanding any other provision of this Agreement to the contrary, no Stockholder shall be permitted to Transfer any Shares to the Persons listed on Exhibit D hereto at any time without the written consent of the Major Stockholders, which may be given or withheld in their sole discretion.

Limitations on Transfer. (a) Subject No Holder may Transfer any Shares (i) other than in accordance with Sections 7.2, 7.3, 7.4 or 7.5 or (ii) to a Transferee engaged in the business of the development, production, marketing, distribution or sale of vinyl and/or paper decorative surface products (a "Competitor"). C&A may not, directly or indirectly, Transfer the Option in part or to a Competitor and may Transfer its entire rights in and under the Option only in the circumstances, and subject to the provisions same conditions, permitted and specified in Sections 7.3 and 7.5 as applicable to Transfers of Section 2(b) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by EmployeeShares. (b) Subject to Sections 2.2(a) and 2.2(c), In the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any event of any purported Transfer of the Option or any Shares whichin violation of the provisions of this Agreement, from time such purported transfer will be void and the Company will not give effect to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Sharessuch Transfer.” (c) In Each certificate representing Shares issued to Holder will bear the following legend on the face thereof: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE COMPANY, BDPI HOLDINGS LLC AND THE HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH OPTION AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH OPTION AGREEMENT. "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The aforesaid legend will be removed by the Company by the delivery of substitute certificates without such legend in the event of (i) a transaction described Transfer permitted by this Agreement and in which the Transferee is not required to Section 11(center into an Assumption Agreement or (ii) the termination of Sections 7.1, 7.2 and 7.5 pursuant to the terms hereof, provided however, that the second paragraph of such legend will only be removed if at such time it is no longer required for purposes of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the CompanySecurities Act. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws.

Limitations on Transfer. (a) Subject In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, hypothecate, donate, encumber, dispose of or otherwise transfer or dispose of any interest in the Stock while the Stock is unvested and is subject to the provisions of Section 2(b) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by EmployeeRepurchase Option. (b) Subject to Sections 2.2(a) After any Stock has become vested and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet has been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.”Repurchase Option, Purchaser shall not assign, hypothecate, donate, encumber, dispose of or otherwise transfer any interest in the Stock except in compliance with the following restrictions and applicable securities laws: (ci) In Before assigning, hypothecating, donating, encumbering, disposing of or otherwise transferring any interest in the event Stock, the Purchaser shall give written notice of a transaction described such intention to Section 11(c) the Company which notice shall include the name of the Planproposed transferee, the Forfeiture Restriction proposed purchase price per share or other interest, the terms of payment of such purchase price and all other matters relating to such transfer and shall automatically lapse if and be accompanied by a copy of the binding written agreement of the proposed transferee to purchase the shares of or other interest in the Stock of the Purchaser. Such notice shall constitute a binding offer by the Purchaser to sell to the same extent Company such number of the shares of Stock or other interest in the Stock then held by the Purchaser as are proposed to be sold in the notice at the monetary price per share designated in such notice, payable on the terms offered to the Purchaser by the proposed transferee (provided, however, that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are Company shall not be required to be assumed or substituted for by meet any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) non-monetary terms of the Planproposed transfer, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares including, without limitation, delivery of such surviving or acquiring corporation that may be issued other securities in exchange for such Sharesthe Shares proposed to be sold). Notwithstanding anything The Company shall give written notice to the contrary Purchaser as to whether such offer has been accepted in whole by the Company within 60 days after its receipt of written notice from the Purchaser. The Company may only accept such offer in whole and may not accept such offer in part. Such acceptance notice shall specify a place, a time, and date for the closing on such purchase (for purposes of this Section 2(b)9, the “Closing” and the date on which the Closing occurs, the “Closing Date”) which shall not be less than ten nor more than 60 days after the giving of the acceptance notice, provided, however, if any of the Shares to be sold pursuant to this Section 9 have been held by the Purchaser for less than six months, then the Closing Date may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and extended by the Company until no more than ten days after such Shares have been held by the Purchaser for six months if required under applicable accounting rules in effect at the time. At the Closing, the Purchaser shall accept payment as set forth herein and shall deliver to the Company in exchange therefor the Shares being repurchased, duly endorsed for transfer, to the extent that is signed by a duly authorized representative they are not then in the possession of the Company. (ii) If the Company shall fail to accept any such offer, the Purchaser shall be free to sell all, but not less than all, of the shares or other interests set forth in his notice to the designated transferee at the price and terms designated in the Purchaser’s notice, provided, that (i) such sale is consummated within six months after the giving of notice by the Purchaser to the Company as aforesaid, and (ii) the transferee first agrees in writing to be bound by the provisions of this Section so that he or she (and all subsequent transferees) shall thereafter only be permitted to sell or transfer the Shares in accordance with the terms hereof. After the expiration of such six months, the provisions of this Section shall again apply with respect to any proposed voluntary transfer of the Shares. (iii) The Company may assign in whole or in part any of its rights provided in this Section 9 to purchase shares of Stock or any interests therein of the Purchaser to such other stockholders of the Company as the Company determines, in which event the rights granted to the Company in this Section 9 shall apply, mutatis mutandis, to all such stockholders to whom such rights have been assigned. (c) The provisions of this Section 9 may be waived by the Company. Any such waiver may be unconditional or based upon such conditions as the Company may impose. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for Notwithstanding the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed contained in this Section 9 such restrictions shall not apply to (a) transfers by the Purchaser to his or her spouse or children or to a trust for the benefit of his or her spouse or children, (b) transfers by the Purchaser to his or her guardian or conservator, and (c) transfers by the Purchaser, in the event of his or her death, to his or her executor(s) or administrator(s) or to trustee(s) under his or her will (collectively, “Permitted Transferees”); provided, however, that in any applicable state such event the shares of Stock or interests therein so transferred in the hands of each such Permitted Transferee shall remain subject to this Agreement, and federal securities lawseach such Permitted Transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer.

Limitations on Transfer. (a1) Subject to Without the provisions of Section 2(b) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all prior written consent of the Unreleased Shares Company (as defined below) shall thereupon which may be forfeited immediately and without any further action withheld by the Company (in its sole discretion), no Shareholder may Transfer any Shares other than as permitted by the “Forfeiture Restriction”)Plan. Upon Section 4.2 or pursuant to the occurrence exercise of such a forfeiturethe rights set forth in Section 6.1, Section 7.1, Section 8.1 or Section 8.2. For greater certainty, the Company shall become hereby consents to any Transfer in accordance with Section 4.2 or pursuant to the legal and beneficial owner exercise of the Shares being forfeited and all rights and interests therein set forth in Section 6.1, Section 7.1, Section 8.1 or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by EmployeeSection 8.2. (b) Subject to Sections 2.2(a) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c2) In the event of any purported Transfer by a transaction described to Section 11(c) Shareholder of any Shares in violation of the provisions of this Agreement, the Plan, the Forfeiture Restriction Articles or the Memorandum, such purported Transfer will be void and shall automatically lapse if not be registered in the Register. (3) Unless and until the Company determines otherwise, Shares shall be uncertificated and recorded in the books and records of the Company. To the extent that any Shares are certificated, each certificate representing Shares will bear a legend on the face thereof substantially to the same extent that the vesting of outstanding options accelerates in connection following effect (with such transaction additions thereto or changes therein as provided thereinthe Company may be advised by counsel are required by law or the requirements of any applicable government authority, any stock exchange or market upon which the Shares are then listed, admitted or quoted, as applicable, or necessary to give full effect to this Agreement the “Legend”): “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE MANAGEMENT SHAREHOLDERS AGREEMENT AMONG 6922767 HOLDING (CAYMAN) INC. If unvested options are to AND THE MANAGEMENT SHAREHOLDERS OF 6922767 HOLDING (CAYMAN) INC. THERETO, DATED AS OF , 2008, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME (THE “MANAGEMENT SHAREHOLDERS AGREEMENT”), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF 6922767 HOLDING (CAYMAN) INC. THE MANAGEMENT SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS. CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE MANAGEMENT SHAREHOLDERS AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE MANAGEMENT SHAREHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE MANAGEMENT SHAREHOLDERS AGREEMENT.” The Legend will be assumed or substituted for removed by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the PlanCompany, the Forfeiture Restrictions shall continue with respect to any certificate representing Shares, by the Shares (delivery of substitute certificates without such Legend in the event of a Transfer permitted by this Agreement and in which the Transferee is not required to be bound by, or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in become a party to, this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the CompanyAgreement. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws.

Limitations on Transfer. (a) Subject Except as otherwise expressly provided in this Article 4, no Shareholder shall be entitled to Transfer any of its Company Shares at any time if such Transfer would violate the Securities Act, or any state (or other jurisdiction) securities or “blue sky” laws applicable to the provisions Company or the applicable Transfer of Section 2(b) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by EmployeeShares. (b) Subject to Sections 2.2(a) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event of a transaction described to Section 11(c) purported Transfer by a Shareholder of any Company Shares in violation of the Planprovisions of this Agreement, the Forfeiture Restriction shall automatically lapse if such purported Transfer will be void and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Planno effect, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed will not give effect to such Transfer. (c) Each certificate evidencing the Company Shares held by a duly authorized representative of Shareholder shall bear a restrictive legend in substantially the Companyfollowing form, either as an endorsement or on the face thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS AGREEMENT, DATED AS OF [ ], 2017, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. (d) No Unreleased In the event that the restrictive legend set forth in Section 4.01(c) has ceased to be applicable, or upon request by a Shareholder proposing to Transfer Company Shares pursuant to any Transfer permitted under this Agreement, the Company shall promptly provide such Shareholder, or its Transferees, at their request, without any interest or right therein or part thereof expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates for such securities not bearing the legend with respect to which the restriction has ceased and terminated (it being understood that the restriction referred to in the legend set forth in Section 4.01(c) shall be liable for inapplicable on the debts, contracts or engagements earlier of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale i) the end of the Shares is subject Restricted Period and (ii) when Section 4.01 becomes inapplicable with respect to restrictions on transfer imposed by any the applicable state and federal securities lawsShareholder).

Limitations on Transfer. (a) Subject In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Shares while the Shares are subject to the provisions of Section 2(b) below, if Employee’s Continuous Service terminates for Repurchase Option. After any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee. (b) Subject to Sections 2.2(a) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event Repurchase Option, Purchaser shall not assign, hypothecate, donate, encumber or otherwise dispose of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates any interest in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares except in compliance with the provisions of such surviving or acquiring corporation that may be issued in exchange for such Shares)this Agreement and applicable securities laws. Notwithstanding anything to the contrary in this Section 2(band to the extent permitted by applicable securities laws, the following transfers of shares will be exempt from this Section 11: (i) the transfer of any or all of the Shares during Purchaser's lifetime by gift or on Purchaser's death by will or intestacy to a Permitted Transferee (as defined below), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant provided that each Permitted Transferee agrees in a writing satisfactory to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed (A) the provisions of this Agreement including without limitation acknowledgement that the Shares are subject to the lien securing that certain promissory note dated December 22, 1999 by an between the Purchaser and Worldwide Fiber Finance Ltd., will continue to apply to the transferred Shares in the hands of such Permitted Transferee and (B) such Permitted Transferee will not transfer, or permit any transfer, of the equity in such Permitted Transferee to any entity other than one that also constitutes a duly authorized representative Permitted Transferee; (ii) any transfer of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations (except that the right of first refusal will continue to apply thereafter to such Shares, in which case the surviving corporation of such merger or consolidation shall succeed to the rights of the Company under this Section 11 unless the agreement of merger or consolidation expressly provides otherwise); (iii) any transfer of Shares, pursuant to the winding up and dissolution of the Company. ; or (div) No Unreleased any transfer of Shares to the Company or any interest assignee or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale assignees of the Shares is subject to restrictions on transfer imposed by any applicable state Company, in accordance with Sections 2 and federal securities laws8 of this Agreement.

Limitations on Transfer. (a) Subject to ▇▇. ▇▇▇▇▇▇▇▇ agrees that until the provisions earlier of Section 2(b(i) below, if Employee’s Continuous Service terminates for any reason, including as a result the Closing Date and (ii) the date of Employee’s death or Disability, all termination of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee. (b) Subject to Sections 2.2(a) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse Merger Agreement in accordance with its terms, he will not, without the vesting schedule set forth in prior written consent of FCN prior to the Grant Notice. Any Closing Date (a) directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of any of the Owned Shares whichor any securities convertible into or exchangeable for DG Common Stock, from time to timeor enter into any contract, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event of a transaction described to Section 11(c) of the Planoption, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed commitment or substituted for by any surviving other arrangement or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue 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 DG Common Stock (except to the extent relating to a sale, transfer, pledge, assignment or other disposition of the Owned Shares after the Closing Date), or (b) take any action that would prohibit, prevent or preclude him 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 he may freely transfer any of his Owned Shares to a Permitted Transferee 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 ▇▇. ▇▇▇▇▇▇▇▇ shall remain liable under this Agreement in all respects. ▇▇. ▇▇▇▇▇▇▇▇ further agrees that this Agreement and his obligations hereunder shall attach to his Owned Shares and shall be binding upon any shares person or entity to which legal or beneficial ownership of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Owned Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Planpass, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the Company. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgmentor otherwise, levyincluding without limitation ▇▇. ▇▇▇▇▇▇▇▇'▇ heirs, attachmentguardians, garnishment administrators or successors. ▇▇. ▇▇▇▇▇▇▇▇ further covenants and agrees not to request that DG register the transfer (book-entry or otherwise) of any other legal certificate or equitable proceedings (including bankruptcy)uncertificated interest representing any of ▇▇. ▇▇▇▇▇▇▇▇'▇ Owned Shares, unless such transfer is made in compliance with this Agreement and any attempted disposition thereof shall be null and void and of no effect. Any permitted acknowledges that DG may notify DG's transfer or sale agent of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities lawsterms hereof.

Limitations on Transfer. (a) Subject No Shareholder shall be entitled to Transfer its Company Shares at any time if such Transfer would: (i) violate the Securities Act, or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the provisions of Section 2(bCompany or the Company Shares; (ii) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all cause the Company to become subject to the registration requirements of the Unreleased Shares U.S. Investment Company Act of 1940, as amended from time to time; or (as defined belowiii) shall thereupon be forfeited immediately and without a “prohibited transaction” under ERISA or the Code or cause all or any further action by portion of the assets of the Company (the to constitute “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner plan assets” under ERISA or Section 4975 of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee.Code; or (b) Subject to Sections 2.2(aIn addition, for such time as there is more than one Qualifying Shareholder, none of TPG, B▇▇▇ or Goldman may Transfer any Company Shares if such transfer would result in TPG, B▇▇▇ or Goldman, as the case may be, individually having transferred in excess of 2% (a “De Minimis Transfer”) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the outstanding Company Shares which, from time to time, have not yet been released from in any 180-day period except upon the Forfeiture Restriction are referred to herein as “Unreleased Sharesprior written consent of at least one other Qualifying Shareholder.” (c) In the event of a transaction described to Section 11(c) purported Transfer by a Shareholder of any Company Shares in violation of the Planprovisions of this Agreement, the Forfeiture Restriction shall automatically lapse if such purported Transfer will be void and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Planno effect, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the Companywill not give effect to such Transfer. (d) No Unreleased Each certificate evidencing the Company Shares shall bear the following restrictive legend, either as an endorsement or any interest on the face thereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF [ ], 2006 COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDERS’ AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (e) In the event that the restrictive legend set forth in Section 4.1(d) has ceased to be applicable, or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject upon request by a Shareholder proposing to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment Transfer Company Shares pursuant to a De Minimis Transfer or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcyTransfer approved in accordance with Section 4.1(b), the Company shall provide such Shareholder, or its transferees, at their request, without any expense to such Persons (other than applicable transfer taxes and any attempted disposition thereof shall be null similar governmental charges, if any), with new certificates for such securities of like tenor not bearing the legend with respect to which the restriction has ceased and void and of no effect. Any permitted transfer or sale terminated (it being understood that the restriction referred to in the first paragraph of the Shares is subject to restrictions on transfer imposed by any applicable state legend in Section 4.1(d) shall cease and federal securities lawsterminate upon the termination of this Article IV).

Limitations on Transfer. (a) Subject Notwithstanding any other provision of this Agreement, prior to the provisions earlier to occur of (i) the date which is one year following the Effective Time and (ii) the date on which Edward Nicoll is terminated by Instinet, other than in the case of a ▇▇▇▇▇▇▇▇▇▇▇ by Instinet for Cause or a termination with the consent of at least two Island Stockholders then entitled to designate directors under Section 2(b2.2(a)(i) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares Island Stockholders Agreement (as defined belowthe period from the Effective Time to the earlier to occur of (i) and (ii), the "Initial Share Holding Period"), Datek shall thereupon be forfeited immediately and without not at any further action time effect any Transfer of any Subject Shares, other than (x) an Other Distribution (provided that in connection with any Other Distribution each transferee or successive transferee of capital stock of Datek from the Bain Group, the Silver Lake Group or the TA Group shall have entered ▇▇▇o the agreement contemplated by Section 4(l) of the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeitureVoting Agreement, the Company shall become the legal and beneficial owner dated as of the Shares being forfeited date hereof, by and all rights among Island, Instinet and interests therein those stockholders of Island set forth on Annex A thereto) or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee(y) a Pro Rata Securityholder Distribution. (b) Following the expiration of the Initial Share Holding Period and until the date which is two years following the Effective Time, Datek shall not Transfer any Subject Shares, except that the foregoing restrictions shall not apply to Sections 2.2(a(i) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse Transfers by Datek pursuant to an underwritten offering conducted in accordance with the vesting schedule Registration Rights Agreement, (ii) Transfers by Datek pursuant to which the transferee acquiring such Subject Shares has duly executed a Joinder Agreement, (iii) an Other Distribution (provided that in connection with any Other Distribution each transferee or successive transferee of capital stock of Datek from the Bain Group, the Silver Lake Group or the TA Group shall have entered ▇▇▇o the agreement contemplated by Section 4(l) of the Company Voting Agreement, dated as of the date hereof, by and among Island, Instinet and those stockholders of Island set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shareson Annex A thereto) or (iv) a Pro Rata Securityholder Distribution.” (c) In Datek hereby acknowledges and agrees that Instinet may impose stop transfer instructions with respect to the Subject Shares subject to the restrictions contained in this Article II in order to implement the restrictions on Transfers contained herein. (i) Each certificate representing Subject Shares will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as Instinet may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Legend"): "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 9, 2002, BETWEEN INSTINET GROUP INCORPORATED, REUTERS LIMITED AND DATEK ONLINE HOLDINGS CORP., AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF. THE STOCKHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE VOTING AND TRANSFER OF THE SHARES SUBJECT TO THE AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT APPLICABLE TO THE SHARES REPRESENTED BY THIS CERTIFICATE." (ii) The Legend will be promptly removed by (or at the direction of) Instinet, with respect to any certificate representing shares of Common Stock, by the delivery of substitute certificates without such Legend with respect to the applicable Subject Shares, in the event of a transaction described Transfer permitted by this Agreement in which the Transferee is not required to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and enter into a Joinder Agreement pursuant to the same extent that the vesting terms of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the CompanyAgreement. (de) No Unreleased Shares or At least five days prior to any interest or right therein or part thereof Transfer of shares of Common Stock prior to the date which is two years following the Effective Time, the transferring party shall be liable for give written notice of such Transfer to Instinet. Each such notice required by this paragraph shall describe the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale manner of the Shares is subject to restrictions on transfer imposed by any applicable state proposed Transfer and federal the number and nature of the securities lawsinvolved.

Limitations on Transfer. (a) Subject The Subscriber may not Transfer any of its Shares or its Capital Commitment without the express written consent of the Company, which may be granted or withheld in the sole discretion of the Adviser, except that (x) such consent shall not be unreasonably withheld with regard to the provisions an assignment by a Subscriber of Section 2(b) below, all of its Shares and its entire Capital Commitment to its Affiliate if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased following conditions are satisfied as reasonably determined by the Adviser (or waived by the Adviser in its sole discretion): (A) such assignee is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act, (B) such assignment does not cause the Adviser, any of its Affiliates, the Company or any of the stockholders of the Company to be subjected to (or materially increase its obligation with respect to) any regulations or reporting requirements that the Adviser reasonably believes to be significant or burdensome or to any tax obligation, (C) such assignee in the Adviser's judgment has the financial ability to hold the Shares and Capital Commitment and perform in a timely manner all of its obligations as a Subscriber under this Agreement, and (D) as reasonably determined by the Adviser, none of such assignee, its Affiliates, agents or advisors or any person associated with such assignee is a competitor of the Company, the Adviser, any portfolio company of the Company or any of their respective Affiliates. Prior to an Exchange Listing, if any, the Subscriber may not Transfer any of its Shares unless the Transfer is made in accordance with Applicable Securities Laws (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee. (b) Subject to Sections 2.2(a) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse is otherwise in accordance compliance with the vesting schedule transfer restrictions set forth in Annex 1. Following an Exchange Listing, the Grant Notice. Any Subscriber shall be restricted from selling or disposing of its Shares by Applicable Securities Laws, contractually by a lock-up agreement with the underwriters of the Shares whichExchange Listing, from time to timeor other similar institutions, have not yet been released from acting on the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event of a transaction described to Section 11(c) of the PlanCompany's behalf, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Planan Exchange Listing, the Forfeiture Restrictions shall continue with respect and pursuant to the terms of this Agreement. The Subscriber agrees that hedging transactions in the Shares may not be conducted except in compliance with the Securities Act. "Transfer" (or any shares derivative thereof) shall mean to sell, offer for sale, agree to sell, exchange, transfer, assign, pledge, hypothecate, grant any option to purchase or otherwise dispose of or agree to dispose of, in any case whether directly or indirectly. "Affiliate" of any person shall mean any other person controlling, controlled by, or under common control (directly or indirectly through any person) with such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Planperson, and, if applicablethe person is a natural person, a written agreement between the Employee such person's spouse, parent, sibling, child, grandchild or other descendent (whether natural or adopted) and the Company that is signed by a duly authorized representative of the Company. (d) No Unreleased Shares each trust, limited partnership, limited liability company or any interest other estate or right therein tax planning vehicle or part thereof shall be liable entity created for the debts, contracts primary benefit of one or engagements more of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities lawspersons.

Limitations on Transfer. (a) Subject In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, hypothecate, donate, encumber, dispose of or otherwise transfer or dispose of any interest in the Stock while the Stock is unvested and is subject to the provisions of Section 2(b) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by EmployeeRepurchase Option. (b) Subject to Sections 2.2(a) After any Stock has become vested and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet has been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.”Repurchase Option, Purchaser shall not assign, hypothecate, donate, encumber, dispose of or otherwise transfer any interest in the Stock except in compliance with the following restrictions and applicable securities laws: (ci) In Before assigning, hypothecating, donating, encumbering, disposing of or otherwise transferring any interest in the event Stock, the Purchaser shall give written notice of a transaction described such intention to Section 11(c) the Company which notice shall include the name of the Planproposed transferee, the Forfeiture Restriction proposed purchase price per share or other interest, the terms of payment of such purchase price and all other matters relating to such transfer and shall automatically lapse if and be accompanied by a copy of the binding written agreement of the proposed transferee to purchase the shares of or other interest in the Stock of the Purchaser. Such notice shall constitute a binding offer by the Purchaser to sell to the same extent Company such number of the shares of Stock or other interest in the Stock then held by the Purchaser as are proposed to be sold in the notice at the monetary price per share designated in such notice, payable on the terms offered to the Purchaser by the proposed transferee (provided, however, that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are Company shall not be required to be assumed or substituted for by meet any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) non-monetary terms of the Planproposed transfer, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares including, without limitation, delivery of such surviving or acquiring corporation that may be issued other securities in exchange for such Sharesthe shares of Stock proposed to be sold). Notwithstanding anything The Company shall give written notice to the contrary Purchaser as to whether such offer has been accepted in whole by the Company within 60 days after its receipt of written notice from the Purchaser. The Company may only accept such offer in whole and may not accept such offer in part. Such acceptance notice shall specify a place, a time, and date for the closing on such purchase (for purposes of this Section 2(b)8, the Shares “Closing” and the date on which the Closing occurs, the “Closing Date”) which shall not be less than ten nor more than 60 days after the giving of the acceptance notice, provided, however, if any of the Stock to be sold pursuant to this Section 8 have been held by the Purchaser for less than six months, then the Closing Date may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and extended by the Company until no more than ten days after such shares of Stock have been held by the Purchaser for six months if required under applicable accounting rules in effect at the time. At the Closing, the Purchaser shall accept payment as set forth herein and shall deliver to the Company in exchange therefor the shares of Stock being repurchased, duly endorsed for transfer, to the extent that is signed by a duly authorized representative they are not then in the possession of the Company. (ii) If the Company shall fail to accept any such offer, the Purchaser shall be free to sell all, but not less than all, of the shares or other interests set forth in his notice to the designated transferee at the price and terms designated in the Purchaser’s notice, provided, that (i) such sale is consummated within six months after the giving of notice by the Purchaser to the Company as aforesaid, and (ii) the transferee first agrees in writing to be bound by the provisions of this Section so that he or she (and all subsequent transferees) shall thereafter only be permitted to sell or transfer the shares of Stock in accordance with the terms hereof. After the expiration of such six months, the provisions of this Section shall again apply with respect to any proposed voluntary transfer of the shares of Stock. (iii) The Company may assign in whole or in part any of its rights provided in this Section 8 to purchase shares of Stock or any interests therein of the Purchaser to such other stockholders of the Company as the Company determines, in which event the rights granted to the Company in this Section 8 shall apply, mutatis mutandis, to all such stockholders to whom such rights have been assigned. (c) The provisions of this Section 8 may be waived by the Company. Any such waiver may be unconditional or based upon such conditions as the Company may impose. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for Notwithstanding the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed contained in this Section 8 such restrictions shall not apply to (a) transfers by the Purchaser to his or her spouse or children or to a trust for the benefit of his or her spouse or children, (b) transfers by the Purchaser to his or her guardian or conservator, and (c) transfers by the Purchaser, in the event of his or her death, to his or her executor(s) or administrator(s) or to trustee(s) under his or her will (collectively, “Permitted Transferees”); provided, however, that in any applicable state such event the shares of Stock or interests therein so transferred in the hands of each such Permitted Transferee shall remain subject to this Agreement, and federal securities lawseach such Permitted Transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer.

Limitations on Transfer. (a) Subject Board Member shall not sell, assign, hypothecate, donate, gift, subject to a security interest or otherwise dispose of, transfer or encumber in any manner any interest in the Shares except in compliance with the provisions of Section 2(b) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited herein and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee.applicable securities laws (b) Subject to Sections 2.2(aSection 2(c) and 2.2(cbelow, at all times prior to the earlier of: (a) May 27, 2006, or (ii) the 2006 TVI Annual Directors’ Meeting, the Board Member shall not shall not, without the express prior written consent of the Company, directly or indirectly sell, offer, transfer, assign, pledge, hypothecate or otherwise dispose of, or subject to any lien, security interest or any other encumbrance or interest whatsoever in favor of any third party (hereinafter “sell” or “transfer”), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any any of the Shares whichin any manner whatsoever. The term “transfer” also includes any purported transfer, from time to timeassignment, have not yet been released from sale or other disposition by assignment or operation of law, as a result of the Forfeiture Restriction are referred to herein appointment of a trustee in bankruptcy for the Board Member, under any judgment or order, as “Unreleased Sharesthe result of the appointment of a receiver for the Board Member, or as a result of any assignment for the benefit of creditors.” (c) In Notwithstanding the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates foregoing prohibition in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Board Member shall be entitled at anytime to effect a Permitted Transfer. A “Permitted Transfer” shall be the transfer of any Shares may to his spouse and any of their lineal descendants; provided, however, that any such transfer shall not be considered a “Permitted Transfer” unless and until the transferee shall execute a supplement to this Agreement to the effect that such person and any stock transferred to that person shall thereafter be subject to all or the terms and conditions of this Agreement. Also notwithstanding the foregoing, the Board Member shall be immediately released in full from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) foregoing restriction in the event of his death or disability. “Disability,” for purposes of this Agreement shall mean a physical or mental condition of the PlanBoard Member resulting from a bodily injury, anddisease, if applicableor mental disorder which renders the Board Member incapable of performing the duties as a member of the Board of Directors in a competent and professional manner. In determining the nature and extent of a Board Member’s disability, a written agreement between the Employee and the Company that is signed may select a physician to examine the Board Member and to advise the Company with respect to such disability. In any event, the final determination of the existence, nature and extent of such disability shall be made by a duly authorized representative disinterested members of the Board of Directors of the Company, in the good faith exercise of their reasonable discretion. (d) No Unreleased attempted transfer of the Shares or any interest or right therein or part thereof in violation of this Agreement shall be liable for made or recorded on the debts, contracts or engagements books of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)the Company, and any such attempted disposition thereof transfer shall be null and void and of no effecteffect ab initio. Any permitted transfer or sale In order to effectuate this Agreement, each certificate of Stock representing the Shares is subject to restrictions on shall bear a legend restricting transfer imposed by any applicable state upon its face or back and federal securities lawsappropriate “stop transfer” instructions will be lodged with the Company’s’ Transfer Agent.

Limitations on Transfer. Purchaser will not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below). After any Shares have been released from the Repurchase Option, Purchaser shall not assign, encumber or dispose of any interest in such Shares except in compliance with the provisions below the transfer restrictions set forth in the Company’s Bylaws and applicable securities laws. (a) Subject to Repurchase Option; Vesting (i) In the provisions event of Section 2(b) below, if Employeethe voluntary or involuntary termination of Purchaser’s Continuous Service terminates Status (as defined below) for any reason, reason (including as a result of Employee’s death or DisabilityDisability (as defined below)), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 2 months from such date to repurchase with cash all or any portion of the Unreleased Unvested Shares (as defined below) held by Purchaser as of the Termination Date at the original purchase price per Share (adjusted for any stock splits, stock dividends and the like) specified in Section 1. As used in this Agreement, “Unvested Shares” means Shares that have not yet been released from the Repurchase Option. (ii) Unless the Company notifies Purchaser within 2 months from the Termination Date that it does not intend to exercise its Repurchase Option with respect to some or all of the Unvested Shares, the Repurchase Option shall thereupon be forfeited immediately and without any further action deemed automatically exercised by the Company (as of the “Forfeiture Restriction”). Upon the occurrence end of such 2-month period following such Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a forfeituredate prior to the end of such 2-month period. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s intention to exercise its Repurchase Option with respect to all Unvested Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Unvested Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness equal to the purchase price of the Unvested Shares being repurchased shall be deemed automatically canceled as of the end of the 2-month period following the Termination Date unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Unvested Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Unvested Shares being forfeited repurchased and shall have all rights and interests interest therein or relating related thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being forfeited repurchased by Employeethe Company, without further action by Purchaser. (biii) Subject to Sections 2.2(a) and 2.2(c), 50% of the Shares shall vest and Forfeiture Restriction lapse in accordance with initially be subject to the vesting schedule set forth in Repurchase Option (the Grant Notice“Vesting Shares”). Any 50% of the Vesting Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction Repurchase Option on an accelerated basis pursuant to Section 11(d) the following vesting provisions unless different vesting is approved by a majority of the PlanBoard of Directors: 25% vested after obtaining suitable siRNA license, and25% vested after in vivo proof-of-concept achieved, if applicable25% vested after Investigational New Drug (IND) application completed, a written agreement between 25% vested after in human efficacy achieved, until all Vesting Shares are released from the Employee and Repurchase Option; provided, however, that such scheduled releases from the Company that is signed by a duly authorized representative Repurchase Option shall immediately cease as of the Company. (d) No Unreleased Shares or any interest or right therein or part thereof Termination Date. Fractional shares shall be liable for rounded to the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities lawsnearest whole share.

Limitations on Transfer. Notwithstanding any other provision of this Agreement (other than Section 2.1.4) or the Series D Certificate of Designation, other than as specifically approved by the Company, Wireless will not sell, transfer or otherwise dispose of any of the Wireless Common Shares, the Series D Shares, or any shares of Common Stock issued upon conversion of the Series D Shares, except as follows (sales, transfers and dispositions of such securities as permitted by any of the following Sections 3.3(a), 3.3(b), 3.3(c) and 3.3(d) shall not reduce the number of such securities that may be sold, transferred or disposed of pursuant to any of the other of such sections): (a) Subject Wireless may sell all or any portion of such securities a any time or times more than six (6) months after the Closing, in one or more privately negotiated sales to any person or group that is not a "Restricted Person," as identified in Schedule 3.3 hereto, so long as Wireless and the transferee comply with the following: Prior to consummating any such sale, Wireless shall give written notice thereof to the provisions Company specifying the number of Section 2(bsecurities that Wireless desires to sell. For a period of five (5) belowbusiness days following such notice, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the exclusive right to retain negotiate with Wireless with respect to the purchase of such securities by the Company or its nominee. Such exclusive right shall not be deemed to be a right of first offer or right of first refusal, and transfer Wireless shall have the right to reject any offer made by the Company or its own name nominee during such period. If no such offer is made and accepted prior to the number expiration of Shares being forfeited such period, Wireless shall have the right for a period of three (3) months following expiration of such period to offer and sell such securities on such terms and conditions as shall be acceptable to Wireless. If any of such securities remain unsold at the end of such period and Wireless desires to sell such securities under this Section 3.3(a), Wireless shall again be required to comply with the notice and other provisions of this Section 3.3(a). The transferee of any securities sold pursuant to this Section 3.3(a) shall consent in writing to be bound by Employeethe provisions of this Agreement, and an original of such consent shall be delivered to the Company. (b) Subject At any time or times more than twelve months after the Closing Date, Wireless may sell all or any portion of the Wireless Common Shares and any shares of Common Stock issued upon conversion of the Series D Shares in one or more sales in any available over-the-counter market for the Common Stock and/or through any exchange on which the Common Stock is then traded, subject to Sections 2.2(athe following: The aggregate number of shares of Common Stock sold during each period shown in the following table (a "Period") and 2.2(cshall not exceed the sum of (A) the number of shares (which number shall be equitably adjusted to take into account any combination or subdivision of the Common Stock effected prior to or following the Closing Date) indicated in the table for that Period, plus (B) the number of such shares that could have been but were not sold pursuant to this Section 3.3(b) (determined without regard to Section 3.3(b)(ii)) during any prior Period (the number of shares determined by such sum for any Period will be referred to as the "Permitted Period Shares"): Period (after Closing Date) Permitted Sales 12 months - 18 months 2,650,000 shares 18 months - 24 months 2,650,000 shares 24 months - 30 months 2,650,000 shares After 30 months 5,300,000 share Prior to making any sale of such shares in any Period, Wireless shall give the Company notice of its intention to do so. For a period of five (5) business days following receipt of such notice, the Company shall have the option, exercisable by written notice to Wireless, to conduct an underwritten offering of all of the Permitted Period Shares shall vest and Forfeiture Restriction lapse pursuant to a registration statement under the Securities Act filed in accordance with Section 2.02 and the vesting schedule set forth other terms and conditions of the Registration Rights Agreement (as defined below). The number of shares to be included in the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and registration statement may be reduced to the same extent that the vesting managing underwriter determines that inclusion of outstanding options accelerates the shares would adversely affect the marketing of the offering, provided that the reduction shall apply first to all holders of such shares other than Wireless and second to the number of Permitted Period Shares, and provided further that if the number of Permitted Period Shares to be included by Wireless in connection with the registration statement is reduced, Wireless may elect to sell such transaction as provided thereinnumber of Permitted Period Shares pursuant to this Section 3.3(b) without regard to this Section 3.3(b)(ii). If unvested options are (a) the Company does not exercise its option to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence conduct an underwritten offering of a transaction described in Section 11(c) all of the PlanPermitted Period Shares under this Section 3.3(b)(ii) or (b) having exercised its option, the Forfeiture Restrictions shall continue with respect to Company's registration statement is not filed and declared effective within ninety (90) days following the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) Company's receipt of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the Company. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws.notice from Wireless under this

Limitations on Transfer. (a) Subject to the provisions of Section 2(b) below, if Employee’s Continuous Service Status as an Employee, Director or Consultant terminates for any reason, including as a result of Employee’s death or Disabilitydisability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee. (b) Subject to Sections 2.2(athe Employee’s Continuous Status as an Employee, Director or Consultant through each such date, (i) and 2.2(c), 1/24th of the Shares shall vest and be released from the Forfeiture Restriction on July 31, 2005, (ii) 1/8th of the Shares shall be released from the Forfeiture Restriction on each of October 31, 2005, January 31, 2006, April 30, 2006, July 31, 2006, October 31, 2006, January 31, 2007 and April 30, 2007, and (iii) 1/12th of the Shares shall be released from the Forfeiture Restriction on June 30, 2007. In the event of a Change of Control, if Employee is an executive officer of the Company, the Forfeiture Restriction shall automatically lapse in accordance with if and to the same extent that the vesting schedule set forth of outstanding Options held by Employee would accelerate in connection with such transaction as provided in Section 12(b)(1) of the Grant NoticePlan. In the event of a Change of Control, if outstanding Stock Awards under the Plan are assumed by the acquiror or similar awards are substituted for such Stock Awards as provided in Section 12(b)(2) of the Plan, to the extent there are Unreleased Shares following the application of clause (i) above, this Agreement shall be assumed by any acquiror and the Forfeiture Restrictions shall continue with respect to such Unreleased Shares (or any assets or other securities received by or distributed to Employee with respect to, in exchange for or in substitution of the Unreleased Shares. In the event of a Change of Control, if the acquiror refuses to assume, substitute or continue Stock Awards as provided in Section 12(b)(2) of the Plan, then all Unreleased Shares as of the date of the Change of Control shall be forfeited upon the occurrence of the Change of Control. (c) Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the Company. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws.

Limitations on Transfer. No party hereto shall sell, assign, transfer, or otherwise dispose of its interest (aor any part thereof) Subject in the Licenses and Leases except pursuant to the provisions of Section 2(b) belowthe Law (and with respect to interests in the Ness Carve Out, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death or Disability, all the provisions of the Unreleased Shares April 1998 Agreement between Hesed and I.O.C..-Israel Oil Company Ltd.) and pursuant to the following provisions: Drill Sites except pursuant to the following provisions: 9.1.1 Any party may sell or otherwise voluntarily dispose of its interest (as defined belowor any part thereof) shall thereupon be forfeited immediately and without any further action by if it obtains the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner prior written consent of the Shares being forfeited and all rights and interests therein other party, or relating theretoparties, and the Company hereto, which consent shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employeenot be unreasonably withheld. (b) 9.1.2 No party shall make any transfer of its interest without making the transfer expressly subject to this Agreement and requiring the transferee, in writing, to assume and to agree to perform all obligations of the transferor under this Agreement relating to the interest assigned. No transfer of an interest shall be effective as between the parties until the first day of the month following the delivery to the Operator of the original or a certified copy of the instrument of transfer conforming to the requirements of this Section and applicable laws. No such transfer shall relieve the transferring party of any obligations accrued hereunder prior to such effective date and any Agreement to participate in the drilling, completing, deepening or plugging back of a well prior to such effective date shall be deemed an accrued obligation as to all costs subsequently incurred in connection therewith. 9.1.3 Subject to Sections 2.2(aprovisions of applicable law, any party may mortgage, pledge or otherwise encumber its interest (or any part thereof) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to without restriction at any time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) 9.1.4 In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence seizure and/or sale of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares party's interest (or any shares part thereof) by a creditor of such surviving party, whether or not made in accordance with law, such seizure and/or sale shall not operate to relieve such party of any of its obligations hereunder, and the party acquiring corporation such interest shall not thereby become a party hereto, and shall not have any of the rights herein conferred upon such party, except that such party may be issued entitled to receive the share of the revenues, income or gain and, upon sale of interests in exchange for such Shares). Notwithstanding anything the Licenses and Leases and Wells to the contrary in this Section 2(b)be drilled thereon, the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant share o▇ ▇▇▇ Licenses and Leases and Wells to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the Companywhich such party would have bee▇ ▇▇▇itled hereunder. (d) No Unreleased Shares 9.1.5 Any purported assignment, sale, transfer or any other disposition of an interest or right therein or part thereof which does not comply with this Article IX shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of need not be recognized by the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities lawsparties hereto.

Limitations on Transfer. (a) Subject to the provisions of Section 2(b) below, if EmployeeDirector’s Continuous Service terminates for any reason, including as a result of EmployeeDirector’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by EmployeeDirector. (b) Subject to Sections 2.2(a) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event of a transaction described to Section 11(c) of the Plan, the Shares shall fully vest and the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares)lapse. Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the Company. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee Director or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws.

Limitations on Transfer. (a) Subject The Investor may Transfer its Capital Securities only in accordance with, and subject to the applicable provisions of, this Article 7. The limitations on Transfers of Section 2(bCapital Securities set forth in this Article 7 are in addition to any restrictions imposed by applicable Law (including the satisfaction of any pre-filing or pre-approval requirements under any license, permit, authorization or rules or regulations applicable to the Company or the Beneficial Ownership of its Capital Securities). (b) belowDuring the period beginning on the date hereof and ending on the six (6) year anniversary thereof (the “Lock-Up Period”), if Employee’s Continuous Service terminates for the Investor shall not Transfer any reasonCapital Securities without the prior approval of the Board, including the approval of a majority of Non-Investor Directors then in office, except to a Permitted Transferee or as expressly permitted by Article 5; provided, that prior to a Transfer to a Permitted Transferee, (i) the Investor shall give the Company five (5) Business Days’ prior written notice that such Transfer is being made and (ii) the Investor and any transferee of such Capital Securities shall comply with all applicable Laws, including as to registration or exemptions under applicable Laws, with respect to such Transfer. (c) The Investor shall not be entitled to Transfer any Capital Securities or any other rights under this Agreement (including pursuant to a result of Employee’s death Permitted Transfer) at any time if such Transfer would: (i) violate applicable Laws, including the Securities Act or Disability, all any state (or other jurisdiction) securities or “Blue Sky” Laws applicable to the Company or Capital Securities or any applicable Foreign or State Act; (ii) cause the Company to become subject to the registration or reporting requirements of the Unreleased Shares Investment Company Act; (as defined belowiii) shall thereupon at any time prior to consummation of an IPO or a Qualified Direct Listing, cause the Company to become subject to the registration requirements of Section 12(g) of the Exchange Act; (iv) result in any entity which, in the good faith reasonable determination of the Board, directly or indirectly Competes with the Company, Beneficially Owning such Capital Securities; and (v) require any adverse filing, notice or disclosure to be forfeited immediately and without any further action made by the Company under the applicable requirements of Antitrust Laws and the Exon-▇▇▇▇▇▇ Amendment to the Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended, including the implementing regulations thereof codified at 31 C.F.R. Part 800. (d) Any purported Transfer of Capital Securities by the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company Investor other than in accordance with this Agreement shall become the legal be null and beneficial owner of the Shares being forfeited and all rights and interests therein or relating theretovoid ab initio, and the Company shall refuse to recognize any such Transfer for any purpose and shall not reflect in its records any change in record ownership of its Capital Securities pursuant to any such Transfer. Until such purported Transfer shall be rescinded, any Capital Securities Transferred in violation of this Agreement, shall not be entitled to, and the Investor shall irrevocably waive, (i) all right, title and interest in or to such Capital Securities, (ii) all rights to vote such Capital Securities and (iii) any distributions or dividends in respect thereof, from and after the date of such purported Transfer. The Transferee of any Capital Securities Transferred in violation of this Agreement shall not be entitled to, and shall irrevocably waive, (i) all right, title and interest in or to such Capital Securities, (ii) all rights to vote such Capital Securities and (iii) any distributions or dividends in respect thereof. Notwithstanding the foregoing, if the Investor would have been entitled to distributions or dividends in respect of such purportedly Transferred Capital Securities but for the right immediately preceding sentence (“Withheld Distributions”), if and when such purported Transfer shall be rescinded, the Investor shall be entitled to retain and transfer receive all such Withheld Distributions (without interest or penalty of any kind for the period withheld). If the Investor Beneficially Owns any Capital Securities other than shares of Class C Common Stock or Class C-1 Common Stock, other than pursuant to its own name the consummation of a Permitted Buyout Offer in compliance with the terms of this Agreement, the Investor shall promptly thereafter exchange all such Capital Securities for an equal number of Shares being forfeited by Employee. (b) Subject to Sections 2.2(a) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving Class C Common Stock or acquiring corporation that Class C-1 Common Stock, as applicable, and execute other documents and materials and materials as may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and reasonably requested by the Company that is signed by a duly authorized representative of the Companyto consummate such exchange. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws.

Limitations on Transfer. The registered Holder of this Warrant and the Common Share issuable upon exercise hereof agrees by his, her or its acceptance hereof, that such Holder will not: (a) Subject sell, transfer, assign, pledge or hypothecate this Warrant for a period of one hundred eighty (180) days following the Effective Date to the provisions of Section 2(banyone other than: (i) below, if Employee’s Continuous Service terminates for any reason, including as to a result of Employee’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee. (b) Subject to Sections 2.2(a) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.” (c) In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, andplacement agent or, if applicable, a written agreement between selected dealer participating in the Employee Offering, or (ii) a bona fide officer or partner of J▇▇▇▇▇ ▇▇▇▇▇ Capital, LLC or of any such placement agent or selected dealer, in each case in accordance with Financial Industry Regulatory Authority (“FINRA”) Conduct Rule 5110(g)(1), or (b) cause this Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Warrant or the securities hereunder (any such action, a “Transfer”), except as provided for in FINRA Conduct Rule 5110(g)(2). On and after 180 days after the Commencement Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company that is signed by a an assignment form duly authorized representative executed and completed, together with the Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Warrant on the books of the Company. (dCompany and shall execute and deliver a new Warrant to the appropriate assignee(s) No Unreleased expressly evidencing the right to purchase the aggregate number of Common Shares purchasable hereunder or any interest or right therein or part thereof such portion of such number as shall be liable for contemplated by any such assignment. This Warrant may be divided or combined, upon request to the debtsCompany by the Holder, contracts into a certificate or engagements certificates representing the right to purchase the same aggregate number of Employee or his successors Shares. If at the time of a Transfer, a Registration Statement is not in interest or shall be subject effect to disposition by transferregister this Warrant, alienation, anticipation, pledge, encumbrance, assignment or any other means whether the Company may require the Holder to make such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)representations, and any attempted disposition thereof shall may place such legends on certificates representing this Warrant, as may be null and void and reasonably required in the opinion of no effect. Any permitted transfer or sale of counsel to the Shares is subject Company to restrictions on transfer imposed by any applicable state and federal securities lawspermit a Transfer without such registration.

Limitations on Transfer. (a) Subject Notwithstanding anything to the provisions contrary herein and subject to ‎Section 4.05 and Section 4.06, a Stockholder shall not Transfer its Company Shares to any Person unless and until it shall have received written notice from Voteco that, in the reasonable judgment of Section 2(bVoteco, such Transferee (i) below, if Employee’s Continuous Service terminates for any reason, including as a result of Employee’s death is not an actual or Disability, all potential competitor of the Unreleased Company, (ii) does not have interests that are adverse to the interests of the Company, and (iii) does not hold more than 5% (five percent) direct or indirect ownership interest in any such actual or potential competitor or adverse entity. In addition, notwithstanding anything to contrary herein, no Stockholder may Transfer any Company Shares (as defined below) shall thereupon be forfeited immediately and without or any further action by other rights under this Agreement at any time unless the Company is reasonably satisfied that such Transfer would not: (i) violate the Securities Act, or any federal or state (or other jurisdiction) securities or “Forfeiture Restriction”). Upon Blue Sky” laws applicable to the occurrence Company or the Company Shares; (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time; (iii) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code; or (iv) violate any applicable Regulatory Laws; provided that subject to applicable Gaming Laws and the receipt of all required Gaming Approvals, each such permitted Transferee of any Stockholder to which Company Shares are Transferred shall, and such Stockholder shall cause such permitted Transferee to, Transfer back to such Stockholder (or to another permitted Transferee of such Stockholder) any Company Shares it owns if such permitted Transferee ceases to be a forfeiture, the permitted Transferee of such Stockholder. Any purported Transfer of Company Shares other than in accordance with this Agreement shall become the legal be null and beneficial owner of the Shares being forfeited and all rights and interests therein or relating theretovoid ab initio, and the Company shall have refuse to recognize any such Transfer for any purpose and shall not reflect in its records any change in record ownership of Company Shares pursuant to any such Transfer; provided, however, that the right provisions of this Section 4.01(a) shall not apply to retain and transfer to its own name the number Transfers of Class B Shares being forfeited made by Employee. (b) Subject to Sections 2.2(a) and 2.2(c)a Drag-Along Seller or a Drag-Along Stockholder pursuant to, or consequent upon, the Shares shall vest and Forfeiture Restriction lapse in accordance with exercise of the vesting schedule drag-along rights set forth in the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased SharesSection 4.04.” (c) In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized representative of the Company. (d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws.