Common use of Permitted Transfers Clause in Contracts

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of Notwithstanding the foregoing, the restrictions set forth herein shall not apply to the following Transfers of Subject Securities by a Holder: a. if such Holder is an individual (each A) for nominal consideration or as a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time gift to any member of such Transfer shall be deemed to be in compliance with the Securities Act and Holder’s “immediate family” (defined for purposes of this Agreement as the spouse, parents, lineal descendants, the spouse of any lineal descendant, and no opinion brothers and sisters) or a trust for the benefit of counsel shall be required in connection therewith: such Holder or any member of such Holder’s immediate family, or (iB) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death of such Holder pursuant to a will or disability other instrument taking effect upon the death of such Holder, or pursuant to the applicable laws of descent and distribution to such Holder’s estate, heirs or distributees; and b. if the Holder is a corporation, partnership, limited liability company or other entity, any Transfer to an Affiliate of the Employee to the Employee’s Estate; or (iii) a Holder if such Transfer made in compliance with the federal securities laws to an Employee’s Trustis not for value; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at in the case of any time includes any Person other than the Employee Transfer described in clauses (a) or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee above, it shall be entitled a condition to make any further Transfers of Subject Units Transferred the Transfer that (x) the transferee executes and delivers to the Company, not later than one business day prior to such transferee except for Transfer, a Transfer back written agreement that is reasonably satisfactory in form and substance to the Employee or Company to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by all of the terms and conditions of this Agreement and the Partnership Contribution Agreement and, if requested (any references to immediate family in the agreement executed by the General Partner, such transferee shall agree expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee) and (y) if the Holder is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended, reporting a reduction in writing beneficial ownership of the Subject Securities or any securities convertible into or exercisable or exchangeable for the Subject Securities, the Holder shall include a statement in such report to be bound the effect that, in the case of any Transfer pursuant to (i) above, such Transfer is being made as a gift or by will or intestate succession or, in the case of any Transfer pursuant to (ii) above, such Transfer is being made to a shareholder, partner or member of, or owner of a similar equity interest in, the Holder and is not a Transfer for value. c. For purposes hereof, “Affiliate” shall mean, with respect to any entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such entity. For purposes hereof, “control” (including the terms “controlled by” and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a“under common control with”), no Person may Transfer Subject Units if such Transfer has as a purpose used with respect to any entity or person, means the avoidance possession, directly or indirectly, of the restrictions on Transfers in this Agreement power to direct or cause the Partnership Agreement (it being understood that direction of the purpose management and policies of this Section 3.3(c) is to prohibit such entity or person, whether through the Transfer ownership of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)voting securities or otherwise.

Permitted Transfers. The provisions of Section 2.1 (aRestrictions on Transfer of Shares), Section 3.1 (Right of First Offer) The Partnership Parties acknowledge and agree that any Section 3.2 (Right of the following Transfers (each a “Permitted Transfer”Co-Sale) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithnot pertain or apply to: (i) any transfer of Equity Securities by a Transfer made pursuant Holder to Article IV such Holder’s ancestors, descendants or Vspouse or the ancestors and descendants of such spouse or to a trust for their benefit, provided that all of the beneficial interests in such trust are owned or controlled by such Holder; (ii) any transfer of Equity Securities by a Transfer upon Holder to its Affiliate; (iii) the death or disability grant of a security interest in and pledge of Equity Securities by GapStar or, subject to the consent of the Employee holders of a majority of the Series C Preferred Shares, another Holder of its Equity Securities pursuant to a bona fide loan transaction with an internationally recognized financial services firm that creates a mere security interest in such Equity Securities; (iv) any sale of Equity Securities to the Employee’s Estatepublic pursuant to a registration statement filed by the Company; or (iiiv) subject to and without derogating from Section 3.2(c) of this Agreement, any sale of Equity Securities in connection with a Transfer made Sale Transaction (as defined in compliance with the federal securities laws to an EmployeeCompany’s TrustMemorandum and Articles of Association); (each of the foregoing transfers, a “Permitted Transfer” and the transferees described therein, each, a “Permitted Transferee”), provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer transfer may be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units made pursuant to this Section 3.3 and, provided further, that if (Permitted Transfers) unless (x) the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person transferee (other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that a lender in the event case of a Permitted Transfer to a Permitted Transferee: (ipledge of GapStar) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree has agreed in writing to be bound by the terms and conditions of this Agreement, (y) the transfer complies in all aspects with the applicable provisions of this Agreement and (z) the Partnership Agreement. (c) Notwithstanding transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If reasonably requested by the Company, except with respect to a Permitted Transfer under Section 3.3(a3.3(iii), no Person may Transfer Subject Units if an opinion of counsel to such Transfer has as transferring Holder shall be supplied to the Company, at such transferring Holder’s expense, to the effect that such transfer complies with the applicable United States Federal and state securities laws. Upon becoming a purpose party to this Agreement, (i) the avoidance Permitted Transferee of a Major Investor shall be substituted for, and shall enjoy the restrictions on Transfers in this Agreement or same rights and be subject to the Partnership Agreement same obligations as, the transferring Major Investor hereunder with respect to the Equity Securities transferred to such Permitted Transferee, (it being understood that ii) the purpose Permitted Transferee of this Section 3.3(ca Founder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, a Founder hereunder with respect to the Equity Securities transferred to such Permitted Transferee and (iii) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after of any other Holder shall be substituted for, and shall be subject to the Transfer same obligations, but not the same rights, as the transferring other Holder hereunder with respect to the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior Equity Securities transferred to such Transfer)transferee.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 3 and 4. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member; provided, that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estateprovisions of this Agreement; or (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder; provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be non-transferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution, provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails this restriction will not apply to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this transfers permitted under Section 3.3 and, 6.1(a) provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).. RESTRICTED STOCK PURCHASE AGREEMENT

Permitted Transfers. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period applicable to any Lock-Up Shares of a Holder, such Holder may Transfer, without the consent of PubCo, any of such Lock-Up Shares to (a) The Partnership Parties acknowledge and agree that any of such Holder’s Permitted Transferees, upon written notice to PubCo or (b)(i) a charitable organization, upon written notice to PubCo, (ii) in the following Transfers (each a “Permitted Transfer”) case of allan individual, but not less than all, by virtue of Laws of descent and distribution upon death of the Subject Units owned by individual, (iii) in the Employee case of an individual, pursuant to a qualified domestic relations order or (iv) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided that in connection with any Transfer of such Lock-Up Shares pursuant to clause (b)(ii) or clause (b)(iii), (A) the restrictions and obligations contained in Section 3.1 and this Section 3.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares and (B) the Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares that is a Permitted Transferee of the Transferor shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be become a party to this Investor Rights Agreement, by executing and delivering a joinder, substantially in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back Investor Rights Agreement. Notwithstanding anything to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andcontrary, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of doubt, the restrictions on Transfers in this Agreement or Sponsor shall be permitted to forfeit any portion of its Lock-Up Shares pursuant to the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Sponsor Letter.

Permitted Transfers. A Seller shall be free at any time (a) The Partnership Parties acknowledge and agree that any without the consent of the following Transfers Purchaser but, in the case of clauses (each a “Permitted Transfer”i), (ii), (iv) of allthis sentence, but upon at least five business days advance written notice to the Purchaser) to Transfer all or any portion of his or its Seller Shares: (i) in the case the transferring Seller is a natural person, to a trust or estate, limited liability company, limited partnership or similar vehicle owned or controlled by such Seller; (ii) in the case of a transferring Seller that is not less than alla natural person, to (A) such Seller’s equity holders on dissolution of such Seller or (B) a wholly owned subsidiary of such Seller; (iii) in the Subject Units case of any Seller, to the Purchaser (whether pursuant to the provisions of this Article II or otherwise); and (iv) in the case of R▇▇▇▇▇ ▇▇▇▇▇▇▇, to M▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Seller Shares owned or held by a Seller who is a natural person may also be Transferred upon such Seller’s death or involuntarily by operation of law. In addition, Seller Shares may be Transferred pursuant to a merger, consolidation or other business combination involving the Company’s Common Stock that has been approved by the Employee at the time Company’s Board of such Transfer shall be deemed to be Directors and otherwise in compliance with all applicable laws, rules and regulations. Notwithstanding the Securities Act and foregoing, in the case of any Transfer permitted under this Agreement and no opinion of counsel shall be required in connection therewith: Section 2.02 (i) other than a permitted Transfer made pursuant to Article IV the preceding sentence or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or clauses (iii) and (iv) of this Section 2.02), it shall be a Transfer made in compliance with the federal securities laws condition to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer that such transferee agrees, by executing a joinder agreement in substantially the form attached hereto as Exhibit A (y) to be in compliance with bound by this Agreement and such Employee’s Trust shall Transfer as a Seller with respect to all of the Seller Shares Transferred to such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andtransferee, provided further, and (z) that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf all of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Seller Shares Transferred to such transferee except for a Transfer back remain subject to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance all of the terms, conditions and restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)hereof as Seller Shares.

Permitted Transfers. (ai) The Partnership Parties acknowledge Notwithstanding the restrictions on Transfer set forth in Section 7.1(a), but subject to the requirements of Section 7.2, Reliance and agree its Affiliates may (A) encumber all or a portion of the Reliance Interests solely for financing purposes, subject to the express subordination of any such encumbrance to the rights and obligations of the parties under this Agreement and the Associated Agreements (provided that, after the Drilling Carry Period only, in making any such encumbrance, the party providing financing to Reliance or its Affiliates shall not be required to comply with the provisions of Article VII of this Agreement, but shall otherwise be required to include provisions substantially similar to the provisions set forth in Section 13.19(b) of this Agreement, with the modifications so that references to “Atlas” shall be references to “Reliance” and references to “Reliance” shall be references to “Atlas”); and (B) Transfer all or a portion of the Reliance Interests to any Affiliate of Reliance residing and domiciled within the United States; provided that no Transfer of the Reliance Interests shall relieve Reliance of its Drilling Carry Obligation. (ii) Notwithstanding the restrictions on Transfer set forth in Section 7.1(b), but subject to the requirements of Section 7.2, Atlas and its Affiliates may (A) encumber all or a portion of the Atlas Interests solely for financing purposes, subject to the express subordination of any such encumbrance to the rights and obligations of the parties under this Agreement and the Associated Agreements (except to the extent such subordination would violate the Atlas Credit Agreement) (it being agreed that Atlas shall nonetheless be bound by the obligation set forth in Section 13.19(b) of this Agreement); and (B) Transfer all or a portion of the Atlas Interests to any Affiliate. After the Drilling Carry Period, in making any such encumbrance, the party providing financing to Atlas or any of its Affiliates shall not be required to comply with the following Transfers (each a “Permitted Transfer”provisions of Article VII of this Agreement, but shall otherwise be required to include provisions substantially similar to the provisions set forth in Section 13.19(b) of all, but not less than all, this Agreement. Nothing in this Agreement shall prohibit Atlas or any of its Affiliates from Transferring all or a portion of the Subject Units owned by Atlas Interests to the Employee at administrative agent and the time of such Transfer shall be deemed to be lenders under the Atlas Credit Agreement in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnershipterms thereof. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Subject to Section 3, the provisions of Section 1 shall not apply to the following Transfers of shares by a member (each of which shall be deemed to constitute a “Permitted Transfer,” and each Transferee of a Permitted Transfer of shares under clause (a) through (g) are referred to herein as a “Permitted Transferee”): (a) any Transfer of allshares by a member to an Affiliate of such member (provided, but not less than all, that such Affiliate remains an Affiliate of the Subject Units owned by the Employee at the time of transferring member immediately after such Transfer shall be deemed to be in compliance and such transferring member remains, jointly and severally with the Securities Act Affiliate Transferee, responsible for any and all obligations and liabilities under this Agreement and no opinion Article II); (b) in the case of counsel shall be required in connection therewith: a member who is an individual, any Transfer of shares by such member to (i) the spouse or children (whether lineal or adopted) of such member (each, a Transfer made pursuant to Article IV “Family Member”) or V; (ii) any trust or similar estate planning entity established for the sole benefit of a Transfer upon the death or disability of the Employee to the Employee’s Estate; or Family Member (iiia “Permitted Trust”) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; (provided, however, that it each such Permitted Trust shall provide that all of the beneficial interests therein are held by a Family Member and that the voting, managerial and operational control of such Permitted Trust remains solely with such member who establishes the Permitted Trust until the death or incapacity of such member); (c) any Transfer of shares by a member who is expressly understood and agreed that if a senior executive of the Company or any of its Subsidiaries (or by such Employeemember’s Trust at estate or applicable beneficiary in the event of such member’s death) to (i) the Company or any time includes of its Subsidiaries (ii) any Person other than of the Employee or his RelativesExisting Members, their respective Affiliates or, with respect to any Existing Member who is an individual, such that it fails Existing Member’s Family Members or Permitted Trusts, or (iii) any third party, in each case pursuant to meet the definition of “Employee’s Trust” post-termination rights set forth in Exhibit Asuch senior executive’s employment contract with the Company or any of its Subsidiaries, then as applicable (an “Executive Transfer”); (d) any Transfer of shares by a member in connection with any tender or exchange offer, merger, consolidation, amalgamation, recapitalization or other form of business combination involving the Company that is available on the same terms to all holders of Ordinary Shares (including all Ordinary Shares issuable upon conversion of the Preference Shares) and approved by the Board of Directors; (e) any Transfer of shares by a member consented to by the Board of Directors, if any, which consent shall be granted or withheld in the Board of Directors’ sole discretion; provided, that such Transfers shall be subject to rights of first offer in favor of the Company and the other members consistent with the procedures set forth in Section 5 (Rights of First Offer) and Tag-Along Rights in favor of the New Members consistent with the procedures set forth in Section 6 (Tag-Along Rights); provided, further, that neither ▇▇▇▇▇▇▇ ▇▇▇▇ (for purposes of this Section 2(e) only, ▇▇▇▇▇▇▇ ▇▇▇▇ shall be deemed to include any Permitted Transferee of ▇▇▇▇▇▇▇ ▇▇▇▇ under Section 2(a) and (b)) nor ▇▇▇▇ Idol (for purposes of this Section 2(e) only, ▇▇▇▇ Idol shall be deemed to include any Permitted Transferee of ▇▇▇▇ Idol under Section 2(a) and (b)) shall effect any Transfers under this Section 2(e) if such Transfer (together with all other Transfers made by such person under this Section 2(e)) results in ▇▇▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇ Idol, as the case may be, holding less than 80% of the shares held by such person on the date of the Shareholders Agreement on a fully diluted basis (assuming the exercise of all stock options); provided, further, that nothing contained in this Section 2(e) shall no longer be prohibit ▇▇▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇ Idol from participating in compliance a Tag-Along Sale or Drag-Along Sale in accordance with this Agreement the provisions of (i) Section 6 (Tag-Along Rights) and (ii) Section 7 (Drag-Along Rights); (f) any Transfer of shares by a member subject to, or in accordance with, the provisions of (i) Section 6 (Tag-Along Rights) or (ii) Section 7 (Drag-Along Rights); (g) any Transfer of Shares by a member in the IPO; (h) any Transfer of Shares by an member pursuant to Section 5(j) of the Subscription Agreement; or (i) any Transfer of shares by a New Member that purchased at least 1,628,528 Preference Shares in the Offering if (i) such Employee’s Trust shall Transfer all is made to a mutual fund, pension plan or other passive institutional investor which, to the knowledge of such Subject Units back New Member, typically makes investments in persons in the ordinary course of business for investment purposes only and not with the purpose or effect of changing or influencing the control of such person, (ii) such Transfer (A) does not cause the Company to become a reporting company under the Exchange Act and (B) does not increase the number of record and beneficial owners of shares to be more than 150 persons as a result of such Transfer, (iii) as a result of such Transfer, no person would have (together with its Affiliates) beneficial or record ownership of 50% or more of the outstanding Preference Shares or more than 50% of the Ordinary Shares for which the Preference Shares may be converted (other than to the Employee or extent such Transfer is made to another Person person that is a member on the date of the Shareholders Agreement) and (iv) such Transfer is subject to whom the Employee would have been able rights of first offer in favor of the Company and the other members consistent with the procedures set forth in Section 5 (Rights of First Offer); it being understood that notwithstanding anything contained in Section 5.3 of the Shareholders Agreement to the contrary, any Transfer Subject Units made pursuant to this Section 3.3 and2(i) shall not Transfer any board observer rights but shall instead Transfer the right, provided further, that if to the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than extent the Employee or his Relatives, then transferee meets the General Partner, on behalf requirements of the Partnershipfirst sentence of Section 5.3(b) of the Shareholders Agreement, may, at its option, cause the Employee’s Trust to forfeit such Subject Units receive copies of all materials and information provided to the Partnership. members of the Board of Directors (b) It is expressly understood whether in connection with a meeting, an action by written consent or otherwise), including an annual budget and agreed that business plan and any multi-year budget or business plan. Shares purchased in the event of Offering by New Members that are Advised Accounts and have a Permitted Transfer to a Permitted Transferee: (i) no such transferee common or Affiliated investment adviser shall be entitled to make any further Transfers aggregated for purposes of Subject Units Transferred to determining whether such transferee except for a Transfer back to New Member has met the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change threshold regarding Preference Shares purchased in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Offering.

Permitted Transfers. Notwithstanding anything in this Agreement to the contrary, the restrictions contained in Sections 3 and 4 of this Agreement with respect to the Transfer of Shares shall not apply to: A. any Transfer without consideration by any Party to the spouse or lineal descendants of such Party or to a trust of which there are no principal beneficiaries other than the spouse or lineal descendants of such Party; B. any Transfer (ai) The Partnership Parties acknowledge to a trust where the beneficiary of such trust is a charitable organization to which Transfers of Shares would be deductible for Federal income and agree gift tax purposes or (ii) directly to any such charitable organization (a Transfer pursuant to this clause (b)(ii) is hereinafter referred to as a “Charitable Transfer”)); or C. any Transfer to a legal representative of such Party in the event such Party becomes mentally incompetent; provided that, in any such case, each transferee agrees in writing to take subject to and to comply with the restrictions on Transfer contained in this Agreement. In addition, none of the restrictions on Transfer of Shares contained in this Agreement shall apply to a Transfer by any Party upon his or her death, by will, by the laws of descent or by operation of law, except that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer transferee shall be deemed to be take such Shares subject to all provisions of this Agreement applicable to the transferor. Any transfer of Shares pursuant to and in compliance with the Securities Act and this Agreement and no opinion of counsel Section 2 shall be required in connection therewith: (i) a Transfer made permitted transfer under this Agreement, and any transferee of such Shares pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made and in compliance with this Section 2 is herein referred to as a “Permitted Transferee.” Each Permitted Transferee, if not previously a Party, shall upon consummation of the federal securities laws Transfer, be deemed a Party. Notwithstanding anything in this Section 2 to an Employee’s Trust; providedthe contrary, howevereach Party acknowledges and agrees that after the consummation of any Charitable Transfer in accordance with the terms hereof, that it is expressly understood and agreed that if the Shares subject to such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Charitable Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant subject to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Motient hereby agrees that, until it and any permitted transferees under paragraph (e) or (h) hereunder have disposed of all of the Acquired Shares, it will not, directly or indirectly, without the prior written consent of SkyTerra, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) of any Acquired Shares except: (a) The Partnership Parties acknowledge and agree that any the pro rata distribution of Common Shares by Motient to its common stockholders in the form of a special dividend as described by Section 4.8 of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateMSV Exchange Agreement; or (iiib) a Transfer made distributions of Common Shares by Motient to its preferred stockholders pursuant to the Preferred Registration Statement; (c) sales of Resale Shares pursuant to the Resale Registration Statement; or (d) sales of Resale Shares pursuant to Rule 144 under the Securities Act; or (e) sales or transfers of Resale Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Resale Shares consisting of, in compliance the aggregate, more than five percent (5%) (with each Person, other than Affiliates of the federal securities laws to an Employee’s Trusttransferring Holder, considered individually and not in the aggregate with other transferees) of the total combined voting power of all SkyTerra Common Shares then outstanding; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed hold such Resale Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Resale Shares, except in accordance with the provisions of this Section 5.1; or (f) a bona fide pledge of or the granting of a security interest in the Resale Shares or Resale Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such has received a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing Resale Shares, to be bound by the provisions of this Agreement in connection with any right it may have to dispose of any such Resale Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or (g) sales or transfers of Resale Shares pursuant to a tender or exchange offer which the Board of Directors of SkyTerra does not oppose within 10 business days after the date of commencement (as such term is defined in Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) of such offer; or (h) dispositions of Resale Shares by Motient to any wholly owned subsidiary of Motient or to a successor corporation of Motient; provided, however, that in each such case, the transferee shall receive and hold such Resale Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and conditions there shall be no further transfer of such Resale Shares for which they are exchangeable, except in accordance with the provisions of this Section 5.1; or (i) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which SkyTerra is a party or in connection with any reclassification of the Acquired Shares or the Common Shares; provided, that in the event that Motient seeks to effect a Disposition of any Resale Shares pursuant to clauses (d), (e) or (h) of this Section 5.1, (i) such Disposition is made in compliance with applicable securities laws, and (ii) prior to such Disposition, Motient shall have delivered to SkyTerra an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the Partnership MSV Exchange Agreement. , (cB) Notwithstanding does not require registration under the Securities Act, and (C) assuming the accuracy of the representations and warranties set forth in the MSV Exchange Agreement, does not cause the MSV Exchange to be required to have been registered under the Securities Act; provided, that with respect to Dispositions pursuant to Section 3.3(a5.1(d), such opinion shall only be required if requested by SkyTerra’s transfer agent and in any event no Person may Transfer Subject Units if such Transfer has as a purpose opinion shall be required for Dispositions pursuant to Rule 144(k) under the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Securities Act.

Permitted Transfers. (a) A Transfer by a Member to its ultimate parent entity or to a wholly-owned direct or indirect subsidiary of its ultimate parent entity is permitted, except that the Initial Class B Member may not make such a Transfer until such ultimate parent company is changed pursuant to paragraph (b) below. (b) The Partnership Parties acknowledge and agree that any Initial Class B Member is expressly allowed to contribute all of the following Transfers (each assets of its consulting division, "KPMG Consulting" to a “Permitted Transfer”) of allnewly created corporation, but not less than allincluding the Initial Class B Member's Membership Interest in the Company, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood the Initial Class B Member must have caused, simultaneously with or prior to such contribution: (1) all assets relating to the Initial Class B Member's participation in the Company, including but not limited to all products and agreed that if services provided to or acquired from the Company and all intellectual property rights licensed to or licensed from the Company, to be simultaneously and irrevocably sold, assigned, and transferred to such Employee’s Trust at any time includes any Person other than newly created corporation; (2) the Employee or his RelativesInitial Class B Member and such newly created corporation to have executed and delivered an assignment and assumption agreement, such that it fails reasonably satisfactory in form and content to meet the definition of “Employee’s Trust” set forth in Exhibit ACompany, then such Transfer shall no longer be in compliance with by which the initial Class B Member will assign all rights under this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back the Transaction Documents to which the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such Initial Class B Member is a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred party to such transferee except for newly created corporation, and such newly created corporation will have assumed all liabilities and obligations under this Agreement and the Transaction Documents to which the Initial Class B Member is a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3party; and (ii3) each such transferee shall be bound all shares of securities of the Initial Class C Member, beneficially held or held of record by the terms Initial Class B Member to be simultaneously and irrevocably sold, assigned and transferred to such newly-created corporation. Upon the satisfaction of the conditions set forth in the immediately preceding proviso, the Membership Interest of this Agreement the Initial Class B Member will be transferred to such corporation and such corporation will be admitted to the Partnership Agreement and, if requested Company as a substitute Member without further action by the General Partner, such transferee shall agree in writing to be bound by Management Committee or the terms and conditions of this Agreement and the Partnership AgreementMembers. (c) Notwithstanding Section 3.3(a)Sales, no Person may Transfer Subject Units if such Transfer has as transfers, assignments, or pledges of interests in a purpose the avoidance Member's ultimate parent company or of the restrictions on Transfers in this Agreement any intermediate parent company will not constitute sales, transfers, assignments, or the Partnership Agreement (it being understood that the purpose pledges of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change any interest in the relationship between Company if, immediately following such event all assets relating to the transferor Company and such Member's obligations to the transferee after Company, are owned or controlled by the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had resulting ultimate parent company of such change in such relationship occurred prior to such Transfer)Member.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Each Stockholder (other than an Employee Stockholder) may Transfer made pursuant to Article IV any or V; (ii) a Transfer upon the death or disability all of the Employee Securities held by it to the Employee’s Estate; or (iii) a Transfer made in compliance any of its Permitted Assignees without complying with the federal securities laws to an Employee’s Trustprovisions of this Article IV, other than Section 4.1; provided, however, that, with respect to a Transfer to a Permitted Assignee, (x) such Permitted Assignee shall have agreed with the Company, in a written instrument reasonably satisfactory to the Company, that it will immediately convey record and beneficial ownership of all Securities and all rights and obligations hereunder to such Stockholder or another Permitted Assignee of such Stockholder prior to such time as it would cease to be a Permitted Assignee of such Stockholder and (y) as a condition to such Transfer, such Permitted Assignee shall become a party to this Agreement as provided in Section 4.1(a) and (ii) any Stockholder that is expressly understood and agreed that if such Employee’s Trust at a private equity fund may, subject to compliance with Section 5.13 distribute any time includes any Person or all of the Securities held by it to its partners, members or other investors without complying with the provisions of this Article IV, other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership4.1. (b) It Each Stockholder that is expressly understood and agreed that in an Employee Stockholder may Transfer any or all of the event of a Permitted Transfer Securities held by him, her or it to a Permitted Transferee: Assignee of such Employee Stockholder without complying with the provisions of this Article IV other than Section 4.1; provided, that (i) no such transferee Permitted Assignee shall be entitled have agreed with the Company, in a written instrument reasonably satisfactory to make any further Transfers the Company, that he, she or it will immediately convey record and beneficial ownership of Subject Units Transferred all Securities and all rights and obligations hereunder to such transferee except for transferring Employee Stockholder or another Permitted Assignee of such transferring Employee Stockholder if he, she or it ceases to be a Transfer back to the Permitted Assignee of such Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and Stockholder and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior condition to such Transfer), such Permitted Assignee shall become a party to this Agreement as provided in Section 4.1.

Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement, but subject to Sections 2.1, 2.3 and 2.4, and only if permitted under all applicable Requirements of Law, at any time, (a) The Partnership Parties acknowledge and agree each of the Shareholders who is an individual may transfer all or a portion of his or its Restricted Shares to or among (i) a member of such Shareholder's immediate family, which shall be his spouse, siblings, children or grandchildren ("FAMILY MEMBERS") or (ii) a trust, corporation, partnership or limited liability company, all of the beneficial interests in which shall be held by such Shareholder or one or more Family Members of such Shareholder; PROVIDED, HOWEVER, that during the period that any of the following Transfers (each a “Permitted Transfer”) of allsuch trust, but not less corporation, partnership or limited liability company holds any right, title or interest in any Restricted Shares, no person other than all, of the Subject Units owned by the Employee at the time such Shareholder or one or more Family Members of such Transfer shall Shareholder may be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith:or may become beneficiaries, shareholders, limited or general partners or members thereof, (b) (i) each of the Shareholders who are corporations may transfer all or a Transfer made pursuant portion of its Restricted Shares to Article IV or V; any of its Affiliates and (ii) a Transfer upon SAIF Shareholder may transfer its Restricted Shares to the death SAIF Fund, the limited partners or disability general partner of the Employee SAIF Fund or any Affiliate of any such partner (c) each Shareholder may transfer Restricted Shares to the Employee’s Estate; or (iii) a Transfer made Depositary Bank in compliance accordance with Section 6.1 to be held in the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood Depositary Bank in accordance with Section 6.1 and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back Depositary Bank may transfer Shares to the Employee or Shareholder on whose behalf the Depositary Bank is holding such Restricted Shares, and (d) Venture Tech may transfer shares to another Person such other persons who are affiliated with VentureTech to whom which SAIF may consent in writing (and the Employee would have been able persons referred to Transfer Subject Units in the preceding clauses (a), (b), (c) and (d) are each referred to hereinafter as a "PERMITTED TRANSFEREE"). A Permitted Transferee of Restricted Shares pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at 2.2 may transfer its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units Restricted Shares pursuant to this Section 3.3; and (ii) each 2.2 only to the transferor Shareholder or to a person that is a Permitted Transferee of such transferee transferor Shareholder. No Shareholder shall be bound by avoid the terms and conditions provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such party's interest in any subsequent transaction to which such person becomes no longer a Permitted Transferee. Subject to and in compliance with applicable Requirements of Law, each of the Shareholders and the Partnership Agreement and, if requested by the General Partner, such transferee Company shall agree use its reasonable best efforts to ensure that any transfer or attempted transfer in writing to be bound by the terms and conditions violation of this Agreement covenant shall be null and the Partnership Agreementvoid AB INITIO. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Precision hereby agrees that, until it and any permitted transferees under paragraph (d) or (f) hereunder have disposed of all of the Registrable Securities, it will not, directly or indirectly, without the prior written consent of Weatherford, sell, distribute, transfer or otherwise dispose of any shares of Common Shares except: (a) The Partnership Parties acknowledge and agree that any pro rata distributions of the following Transfers (each a “Permitted Transfer”) shares of all, but not less than all, of the Subject Units owned Common Shares by the Employee at the time of such Transfer shall be deemed Precision to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made its public shareholders either pursuant to Article IV a stock dividend or V; (ii) a Transfer upon the death or disability of the Employee other distribution method, in each case pursuant to the Employee’s EstateRegistration Statement; or (iiib) sales of Common Shares pursuant to Rule 144 (but not paragraph (k) thereof) under the Securities Act; or (c) sales or transfers of shares of Common Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote Common Shares having in the aggregate more than five percent (5%) of the total combined voting power of all Common Shares then outstanding; or (d) a Transfer made bona fide pledge of or the granting of a security interest in compliance with the federal securities laws shares of Common Shares to an Employee’s Trustinstitutional lender for money borrowed, provided that such lender acknowledges in writing that it has received a copy of this Agreement and agrees, upon its becoming the owner of, or obtaining dispositive authority with respect to or in connection with any disposition of, any such shares of Common Shares, to be bound by the provisions of this Agreement in connection with any right it may have to dispose of or vote any such shares of Common Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or (e) sales or transfers of Common Shares pursuant to a tender or exchange offer which the Board of Directors of Weatherford does not oppose within 10 business days after the date of commencement (as such term is defined in Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) of such offer; or (f) dispositions of shares of Common Shares by Precision to any wholly owned subsidiary of Precision or to a successor corporation of Precision; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed that if hold such Employee’s Trust at any time includes any Person other than Common Shares subject to, and the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement transferee and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee transferees’ Affiliates shall agree in writing to be bound by by, all the terms and conditions of this Agreement Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such shares except in accordance with the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose provisions of this Section 3.3(c5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which Weatherford is a party or in connection with any reclassification of the Common Shares; or (h) distributions to prohibit Precision’s shareholders pursuant to an exemption under the Transfer of Subject Units Securities Act or pursuant to a transferee followed by a change in distribution of exempted securities (within the relationship between meaning of the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such TransferSecurities Act).

Permitted Transfers. (a) The Partnership Parties acknowledge Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 2.3 and agree that Section 2.4 hereof), the Executive or a GEI Party may, without complying with the obligations of Sections 3.1-3.3 hereof or Article IV hereof, Transfer Common Stock to any of the following Transfers Permitted Transferee (each a “Permitted Transfer”as hereinafter defined) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s TrustStockholder; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back subject to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the EmployeePermitted Transferee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units delivery to the Partnership. (b) It is expressly understood Company and agreed that in the event other Stockholders of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing duly executed agreement to be bound by the terms and conditions of this Agreement and to the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is same extent applicable to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and to Transfer the transferee after Transferred Common Stock back to the Transfer with transferor if the result Permitted Transferee ceases to be a Permitted Transferee of such Stockholder. “Permitted Transferee” means (a) in the case of the Executive, (i) any successor by death, (ii) any corporation or other entity at least fifty-one percent (51%) of the equity securities of which are owned, beneficially and effect of record, by the Executive and over which the Executive has the sole right to elect or appoint at least a majority of the members of the board of directors or Persons performing similar functions, or (iii) any trust, partnership, limited liability company or other entity established for the benefit of the Executive and/or members of the Executive’s immediate family, provided that the transferor has indirectly made Executive or his current spouse is the sole trustee of (or are the only individuals having similar controlling positions with respect to) such trust or other entity and (b) in the case of a Transfer that would not have been directly permitted under GEI Party, an Affiliate of GEI. Any notice or/other document required to be delivered to a Permitted Transferee pursuant to this Agreement had such change in such relationship occurred prior shall be deemed delivered for all purposes if delivered to the Stockholder who Transferred Common Stock to such Transfer)Permitted Transferee. Each Permitted Transferee shall be deemed a Stockholder for all purposes of this Agreement.

Permitted Transfers. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period, the Special Holders and the CCH Independent Directors may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (i) any of such Person’s Permitted Transferees, upon written notice to PubCo and, in the case of such a Transfer by the Sponsor (including a Founder Holder) or any CCH Independent Director, the Seller Representative, and in the case of such a Transfer by a Seller or its Permitted Transferees, the Sponsor Representative or (ii) (a) The Partnership Parties acknowledge a charitable organization, upon written notice to PubCo and, in the case of such a Transfer by the Sponsor (including a Founder Holder) or any CCH Independent Director, the Seller Representative, and agree that any in the case of such a Transfer by a Seller or its Permitted Transferees, the Sponsor Representative; (b) in the case of an individual, by virtue of laws of descent and distribution upon death of the following Transfers individual; (each c) in the case of an individual, pursuant to a “qualified domestic relations order; or (d) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (ii) above, (x) the restrictions and obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (y) the Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transfer”) Transferee in accordance with this Investor Rights Agreement. Any Transferee of all, but not less than all, Lock-Up Shares who is a Permitted Transferee of the Subject Units owned by the Employee Transferor pursuant to this Section 4.2 shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be become a party to this Investor Rights Agreement, the Standstill Agreement (as defined below) and, if applicable, the Sponsor Side Letter by executing and delivering a joinder in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with this Agreement the same rights and such Employee’s Trust shall Transfer obligations as the Transferor) for all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions purposes of this Agreement and Investor Rights Agreement, the Partnership Standstill Agreement and, if requested by applicable, the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership AgreementSponsor Side Letter. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Except as otherwise provided in ------------------- this Agreement, the restrictions contained in Section 3.1(a) of this Agreement with respect to Transfers of Stock shall not apply to: (a) The Partnership Parties acknowledge and agree any Transfer to a Stockholder or to a designee of a Stockholder permitted by this Agreement; (b) any Transfer to any wholly-owned subsidiary or parent entity of any Stockholder, or any other wholly- owned subsidiary of such parent entity (it being understood with respect to a wholly-owned subsidiary or parent entity or other wholly-owned subsidiary of such parent entity that the later sale of such subsidiary or any shares of capital stock of such subsidiary or parent entity or any other wholly-owned subsidiary of such parent entity would constitute an indirect sale of Stock by such corporate Stockholder which sale may only be made within the terms of this Agreement); (c) any Transfer that would not violate the Company's obligations under Section 2.1 of the following Transfers Consent and Amendment to Management Agreements, each dated as of February 24, 1999, among the Company, the respective tenant and the respective property of manager named therein by Five Arrows to a third party (each a “Permitted Transfer”"Section 3.3.(c) Transferee") which has a similar reputation and financial stability to that of allFive Arrows and which is not a direct competitor of CHP; (d) any Transfer to the members, but not less than all, partners or stockholders of any Stockholder; (e) any Transfer to a party to this Agreement; and (f) any Transfer approved by the unanimous vote of the Subject Units owned Board; provided, that (i) in each of clauses (a) through (f), such -------- ---- Transfer otherwise complies with the provisions of this Agreement, with each transferee, donee or distributee (a "Permitted Transferee") agreeing in writing to take subject to and to comply with all of the provisions of this Agreement in accordance with Section 3.1(b) and each such Permitted Transferee shall be deemed to take such securities subject to all of the other provisions of this Agreement, and shall be deemed to take such securities subject to the restrictions endorsed thereon, and any certificates issued by the Employee at Company to reflect such transfer shall be appropriately legended, and (ii) in the time case of a Transfer by a corporate Stockholder to a wholly-owned subsidiary or parent entity or any other wholly-owned subsidiary of such parent entity, such subsidiary or parent entity or other wholly-owned subsidiary of such parent entity shall agree to have its shares of equity stock legended to note the restrictions on transfer contained in this Agreement as if they were Stock, any Permitted Transferee so acquiring Stock, as a successor or assignee hereunder, be deemed to take such securities subject to all of the other provisions of this Agreement, and shall be deemed to take such securities subject to the restrictions endorsed thereon, and any certificates issued by the Company to reflect such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnershipappropriately legended. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. During the Lock-Up Period, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (a) The Partnership Parties acknowledge and agree any Person, provided that the proceeds received by the Holder from such Transfer are contributed or loaned to Pubco on terms reasonably approved by the Board of Directors of PubCo, (b) any of such Person’s Permitted Transferees, upon written notice to PubCo, or (c) (i) in the following Transfers (each a “Permitted Transfer”) case of allan individual, but not less than all, by virtue of laws of descent and distribution upon death of the Subject Units owned individual; or (ii) in the case of an individual, pursuant to a qualified domestic relations order; provided, that in each case, (x) the restrictions and obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, (y) such Transferee shall agree to be bound by such restrictions and obligations in writing and acknowledged by PubCo, and (z) the Employee Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares pursuant to this Section 4.2 shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be become a party to this Investor Rights Agreement by executing and delivering a joinder in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement and such Employee’s Trust shall Transfer all Investor Rights Agreement. Notwithstanding the foregoing provisions of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and4.2, provided further, that if the Employee’s Trust fails to a Holder may not make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units Transferee if such Transfer has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Agreement or the Partnership Investor Rights Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit provision includes prohibiting the Transfer of Subject Units to a transferee Permitted Transferee (A) that has been formed solely to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up Shares, or (B) followed by a change in the relationship between the transferor Holder and the transferee Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the transferor Holder has indirectly made a Transfer that of Lock-Up Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this Agreement Article IV had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that At any time, any stockholder who is not a party to the Stockholders Agreement may transfer all or a portion of the following Transfers (each a “Permitted Transfer”) his or its shares of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed stock to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: or among (i) a Transfer made pursuant to Article IV any of his or V; its Affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended), (ii) a Transfer upon the death member of such stockholder’s immediate family, which shall include his spouse, children or disability of the Employee to the Employee’s Estate; or grandchildren (“Family Members”) or (iii) a Transfer made trust, corporation, partnership or limited liability company, all of the beneficial interests in compliance with the federal securities laws to an Employee’s Trustwhich shall be held by such stockholder or one or more Family Members of such stockholder; provided, however, that it is expressly understood and agreed during the period that if any such Employee’s Trust at trust, corporation, partnership or limited liability company holds any time includes right, title or interest in any Person shares of stock, no person other than the Employee such stockholder or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all one or more Family Members of such Subject Units back stockholder may be or may become beneficiaries, stockholders, limited or general partners or members thereof; (the persons referred to in the Employee or preceding clauses (i), (ii) and (iii) are each referred to another Person to whom the Employee would have been able to Transfer Subject Units hereinafter as a “Permitted Transferee”). A Permitted Transferee of shares of stock pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails 37 may transfer its shares pursuant to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units this Section 37 only to the Partnershiptransferor stockholder or to a person that is a Permitted Transferee of such transferor stockholder. (b) It is expressly understood and agreed that in the event If any such stockholder wishes to transfer shares of a Permitted Transfer stock to a Permitted Transferee: (i) no , such transferee stockholder shall be entitled give notice to the corporation of its intention to make any further Transfers such a transfer not less than 10 days prior to effecting such transfer, which notice shall state the name and address of Subject Units Transferred each Permitted Transferee to whom such transfer is proposed, the relationship of such Permitted Transferee to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement stockholder, and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing number of shares of stock proposed to be bound by the terms and conditions of this Agreement and the Partnership Agreementtransferred to such Permitted Transferee. (c) Notwithstanding Section 3.3(a)the foregoing, no Person transfer may Transfer Subject Units if be made unless the transfer complies in all respects with applicable federal and state securities laws. If requested by the corporation, an opinion of counsel to such Transfer has as a purpose transferring stockholder shall be supplied to the avoidance of corporation, at such transferring stockholder’s expense, to the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)transfer complies with all applicable federal and state securities laws.

Permitted Transfers. (a) The A General Partner may Transfer all or any portion of its General Partner Interest in the Partnership Parties acknowledge and agree that as a General Partner: (i) at any time to any other General Partner: (ii) at any time to any Person who is such General Partner’s Affiliate; (iii) at any time involuntary by operation of law; or (iv) to any Person who is approved by all of the following Transfers other Partners (each if any) and a majority in interest of the Limited Partners, provided that no such Transfer shall be permitted unless and until: (A) all of the conditions set forth in Section 8.3 hereof are satisfied as if the Partnership Interest being Transferred were a Limited Partner Interest and (B) the transferor and transferee provide the Partnership with an opinion of counsel, which opinion and counsel shall be acceptable to the other General Partners (or, if none, to a majority in interest of the Limited Partners) to the effect that such Transfer will not cause the Partnership to terminate for federal income tax purposes, or to fail to meet any condition precedent, then in effect pursuant to an official pronouncement of the Internal Revenue Service, to the issuance of a private letter ruling by the Internal Revenue Service confirming that the Partnership will be treated as a “Permitted Transfer”partnership” for federal tax purposes, whether or not such a ruling is being or has been requested. (b) A transferee of alla General Partnership Interest from a General Partner pursuant to Section 9.3(a) shall be admitted as a General Partner with respect to such Interest if, but not less than all, of the Subject Units owned by the Employee only if: (i) at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) Transfer, such transferee is otherwise a Transfer made pursuant to Article IV General Partner; or V; (ii) the admission of such transferee as a Transfer upon the death or disability General Partner is approved by all of the Employee to the Employee’s Estate; or General Partners (iiiif any) and a Transfer made majority in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf interest of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership AgreementLimited Partners. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as A transferee who acquires a purpose the avoidance General Partnership Interest from a General Partner hereunder by means of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly is permitted under this Agreement had Section 9.3 (a), but who is not admitted as a General Partner pursuant to Section 9.3(b) hereof, shall have no authority to act for or bind the Partnership, to inspect the Partnership’s books, or otherwise to be treated as a General Partner, but such change transferee shall be treated as a Person who acquired an Interest in such relationship occurred prior to such Transfer)the Partnership in a Permitted Transfer under Article VIII hereof.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any None of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be restrictions contained in compliance with the Securities Act and this Agreement with respect to transfers of Common Stock or Warrants (other than those set forth in this Section 2(b) and no opinion of counsel Section 2(c)) shall be required in connection therewithapply: (i) to any transfer (including any gift) by any Shareholder who is an individual to: (A) such Shareholder's spouse or children (collectively, "relatives"); (B) a Transfer made pursuant to Article IV trust of which there are no beneficiaries other than one or Vmore of such Shareholder and the relatives of such Shareholder; (C) a partnership of which there are no partners other than one or more of such Shareholder and the relatives of such Shareholder; (D) a corporation of which there are no Shareholders other than one or more of such Shareholder and the relatives of such Shareholder; (E) a legal representative or guardian of such Shareholder or a relative of such Shareholder if such Shareholder or relative becomes mentally incompetent; or (F) any Person by will or by the laws of descent; (ii) a Transfer upon the death or disability to any transfer by any Shareholder that is not an individual to any Affiliate thereof, as such term is defined in Rule 12b-2 of the Employee Exchange Act, or (other than JFLEI or an Affiliate of JFLEI) to any Qualified Institutional Buyer, as such term is defined in Rule 144A of the Employee’s Estate; orSecurities Act of 1933, as amended (the "Securities Act"); (iii) to any transfer by any Shareholder that is a Transfer partnership (other than JFLEI or an Affiliate of JFLEI) to the general and/or limited partners of such Partnership as of the date hereof; PROVIDED that such transfer is made PRO RATA according to the economic interests of such partners thereof as determined under the governing instructions of such partnership; (iv) to any transfer by a Selling Shareholder (as hereinafter defined) made in compliance accordance with the federal securities laws applicable provisions of Section 3 and, unless such transfer is to an Employee’s Trust; providedOfferee Shareholder (as hereinafter defined), however, that it is expressly understood and agreed that if such Employee’s Trust at the applicable provisions of Section 4; (v) to any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back transfer by a Tag-Along Shareholder (as hereinafter defined) pursuant to the Employee or Tag-Along Right (as hereinafter defined); and (vi) to another Person any transfer by a Drag-Along Shareholder (as hereinafter defined) made pursuant to whom the Employee would have been able Drag-Along Right (as hereinafter defined); and (vii) to Transfer Subject Units any transfer by a Shareholder for cash in a bona fide public offering (a "Registered Offering") pursuant to an effective registration statement under the Securities Act of 1933. Transfers made pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails 2(b) are referred to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood herein as "Permitted Transfers" and agreed that in the event of transferees taking under a Permitted Transfer are referred to herein as "Permitted Transferees." Transferees taking under a Permitted Transferee: Transfer described in Sections 2(b)(i) through (iiii) no such transferee shall be entitled are referred to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreementherein as "Related Transferees. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)."

Permitted Transfers. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period applicable to such Person, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (i) any of such Person’s Permitted Transferees, upon written notice to PubCo and, in the case of such a Transfer by a Founder Holder, any Management or any of their respective Permitted Transferees, to Apax, and in the case of such a Transfer by Apax or any of its Permitted Transferees, to PubCo or (ii) (a) The Partnership Parties acknowledge in the case of an individual, by virtue of Laws of descent and agree that any distribution upon death of the following Transfers individual; (each b) in the case of an individual, pursuant to a “Permitted Transfer”qualified domestic relations order; or (c) pursuant to a Change in Control which results in all of allPubCo’s shareholders having the right to exchange their Common Shares for cash, but not less than all, securities or other property subsequent to the consummation of the Subject Units owned transactions contemplated by the Employee Business Combination Agreement; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (ii)(b) or clause (ii)(c) above, (x) the restrictions and obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (y) the Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares that is a Permitted Transferee of the Transferor shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) become a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant party to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Investor Rights Agreement and, if requested by applicable, the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Sponsor Forfeiture Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a)Founder Holders Consent Letter, no Person may Transfer Subject Units if by executing and delivering a joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transfer has Transferee will be treated as a purpose Party (with the avoidance of same rights and obligations as the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose Transferor) for all purposes of this Section 3.3(c) is to prohibit Investor Rights Agreement and, if applicable, the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor Sponsor Forfeiture Agreement and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Founder Holders Consent Letter.

Permitted Transfers. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period applicable to such Person, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (i) any of such Person’s Permitted Transferees, upon written notice to PubCo and, in the case of such a Transfer by a Founder Holder or its Permitted Transferees, the Seller Representative, and in the case of such a Transfer by a Seller or its Permitted Transferees, the Sponsor or (ii) (a) The Partnership Parties acknowledge a charitable organization, upon written notice to PubCo and, in the case of such a Transfer by a Founder Holder or its Permitted Transferees, the Seller Representative, and agree that any in the case of such a Transfer by a Seller or its Permitted Transferees, the Sponsor; (b) in the case of an individual, by virtue of Laws of descent and distribution upon death of the following Transfers individual; (each c) in the case of an individual, pursuant to a “qualified domestic relations order; or (d) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (ii)(b) or clause (ii)(c) above, (x) the restrictions and obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (y) the Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transfer”) Transferee in accordance with this Investor Rights Agreement. Any Transferee of all, but not less than all, Lock-Up Shares that is a Permitted Transferee of the Subject Units owned by the Employee Transferor shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) become a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant party to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Investor Rights Agreement and, if requested by applicable, the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Founder Holders Forfeiture Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a)Amended Sponsor Letter, no Person may Transfer Subject Units if by executing and delivering a joinder in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transfer has Transferee will be treated as a purpose Party (with the avoidance of same rights and obligations as the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose Transferor) for all purposes of this Section 3.3(c) is to prohibit Investor Rights Agreement and, if applicable, the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor Founder Holders Forfeiture Agreement and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Amended Sponsor Letter.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be Notwithstanding anything in compliance with the Securities Act and this Agreement and no opinion to the contrary (but subject to Section 10.5(a)), any Member may Transfer or permit the Transfer of counsel shall be required in connection therewith: any or all of its Membership Interests to one or more of its Permitted Transferees without the consent of any Person; provided that (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon in the death or disability case of any Permitted Transferee that becomes the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at direct holder of any time includes any Person other than the Employee or his RelativesUnits, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer Permitted Transferee shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement by executing the Joinder and (ii) in the Partnership Agreementcase of any Permitted Transferee, whether such Permitted Transferee becomes the direct holder of Units or holds a direct or indirect interest in the Person that is the direct holder of Units, if such Permitted Transferee ceases to be a Permitted Transferee of such Member, such Permitted Transferee shall agree (in a manner that is enforceable by the Company) to Transfer its Units back to such Member or one or more of such Member’s Permitted Transferees prior to ceasing to be a Permitted Transferee of such Member; provided that, in the event that the Investor Member Transfers its Units to one or more of its Permitted Transferees prior to the date that the Earnout Transactions occur or can no longer occur, each such Permitted Transferee shall agree to be bound by the obligations of the Investor Member in respect of the Earnout Transactions with respect to a pro rata portion of the Class A Units held by such Permitted Transferee relative to all Class A Units held by the Investor Member and all of its Permitted Transferees. (cb) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose No Member will avoid the avoidance provisions of the restrictions on Transfers in this Agreement by either making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or by Transferring the Partnership Agreement (it being understood that the Equity Securities of any entity whose primary purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been hold (directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)or indirectly) Units.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Subject to full compliance with Section 7.3, any of the following Transfers Member shall be permitted to Transfer its Membership Interest (each such Transfer being a “Permitted Transfer”) of as follows: (a) After the Lock-up Period, Morningstar may Transfer all, but not less than all, of the Subject Units owned its Membership Interest to one or more Affiliate(s) or to a Third Party; provided that such Transfer to a Third Party is approved by the Employee at the time MMC (and for purposes of such approval, Morningstar shall not be entitled to vote); and provided further that a Transfer shall be deemed to be in compliance with the Securities Act and an Affiliate will not relieve Morningstar of its obligations under this Agreement (and no opinion of counsel shall Morningstar may be required to execute appropriate guarantees in connection therewith: (i) a Transfer made pursuant to Article IV or Vrespect thereof); (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It at any time, any XTO Party may Transfer all or part of its Membership Interest to one or more of its Affiliate(s) or to a Third Party; provided that such Transfer to a Third Party is expressly understood approved by the MMC (and agreed for purposes of such approval, the XTO Parties shall not be entitled to vote); and provided further that a Transfer to an Affiliate will not relieve the XTO Party of its obligations under this Agreement (and the XTO Party may be required to execute appropriate guarantees in respect thereof); (c) at any time a security interest in Morningstar’s Membership Interest; provided that the security instruments and/or loan agreements related to such security interest provide that in the event of a Permitted Transfer default by Morningstar that results in the security interest holder foreclosing on such security interest: (1) XTO Energy has the sole right to nominate the Chairman, CEO, President, CFO and COO and those offices will continue to have all authorities granted under this Agreement; (2) XTO Energy has the sole right to cause the Company to terminate the Operating and Services Agreement; (3) XTO Energy has the sole right to cause the Company to enter into an operating and services agreement with another party (including XTO Energy) chosen by XTO Energy; (4) any other operational control that Morningstar or its Affiliates have in the Company will be transferred to XTO Energy; and (5) XTO Energy has the unilateral right, but not the obligation, to pay off the security interest holder in exchange for a conveyance of Morningstar’ s Membership Interest; or (d) at any time, a direct or indirect transfer of an equity interest in Morningstar to: (i) a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee ; or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each a Person where such transferee shall be bound by the terms and conditions transfer does not result in a Morningstar Change of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership AgreementControl. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The rights of first refusal and the co-sale rights of the Preferred Holders provided in Section 6.3 and Section 6.4 of this Agreement shall not apply to (a) The Partnership Parties acknowledge and agree that a Transfer of any Restricted Share by any Selling Shareholder to any Person (other than any Company’s Competitor) of an aggregate of up to 4,576,120 Ordinary Shares (as appropriately adjusted to take into account any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the Shares after the date of this Agreement); (b) a Transfer of up to 6,477,612 Ordinary Shares of the following Transfers Company (as appropriately adjusted to take into account any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the Shares after the date of this Agreement), by Founder to any director, officer or other employee, provided that such sale and transfer complies with all Applicable Law; (c) a Transfer of any Restricted Share to any employees, officers, directors, contractors, advisors or consultants of the Group Companies pursuant to the ESOP; (d) any Transfer of the Restricted Shares to a wholly-owned subsidiary of such person, the parents, children or spouse, or to trusts for the benefit of such persons, of the Selling Shareholders for bona fide estate planning purposes (e) a Transfer of any Restricted Share for the purposes of consummation of a Qualified IPO with prior written consent of the Preferred Majority (each Transfer referred to in the foregoing clauses (a) to (e), a “Permitted Transfer”, and each transferee under the foregoing clauses (a) of allto (e), but not less than all, of a “Permitted Transferee”); provided that such transferor shall at all times remain subject to the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be terms and restrictions set forth in compliance with the Securities Act and this Agreement and no opinion remain liable for any breach by such Permitted Transferee of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions provisions of this Agreement and the Partnership Agreement andother relevant Transaction Documents; provided further that such transferor shall deliver to the Company and each Preferred Holder adequate documentation for each Permitted Transfer, if requested by that each Permitted Transferee (other than the General Partner, such transferee Company) shall agree in writing to be bound by this Agreement (and each other relevant Transaction Documents then in effect) in place of the terms same capacity as such transferor and conditions in respect of the Restricted Shares to be Transferred and shall execute a Deed of Accession and become a party to, and to be bound by, this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may that each Permitted Transferee shall not Transfer Subject Units if any Restricted Share Transferred to it by such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior except to such Transfer)transferor or another Permitted Transferee of such transferor.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3 hereof), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member; provided, that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estateprovisions of this Agreement; or (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder; provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be non-transferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution, provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails this restriction will not apply to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this transfers permitted under Section 3.3 and, 6.1(a) provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Notwithstanding the foregoing Section 3.1, but subject to Section 3.3 below, the Transfers listed below shall not require the prior written consent of the following Transfers Majority Preferred Interest or Family LLC, as applicable (each such Transfer, a “Permitted Transfer”, and the Transferee with respect to each such Permitted Transfer, a “Permitted Transferee”): (a) Transfers of allEquity Interests (i) to a parent of such Transferor, but not less than all(ii) to a lineal descendant of a parent of such Transferor, (iii) to a spouse of a lineal descendant of a parent of such Transferor, (iv) to a spouse of such Transferor, (v) to a trust, limited partnership, limited liability company, corporation or other entity, the beneficiaries, partners, members, shareholders or other equity holders, respectively, of which are solely one or more of the Subject Units owned foregoing Permitted Transferees referred to in this Section 3.2(a), and (vi) as contemplated by Schedule 2.2 attached hereto; (b) purchases, repurchases or redemptions by the Employee at Company of (i) Equity Interests issued to employees of the time Company or its subsidiaries pursuant to any equity incentive agreements with such employees approved by the Board of Directors and entered into in the ordinary course of business or (ii) Preferred Stock in accordance with the Company’s Certificate of Incorporation; and (c) in the case of the Initial Investor, Transfers of Preferred Stock (and securities in the Initial Investor) to a Permitted Affiliate. provided, however, that (i) in the case of Section 3.2(a)(v), the Transferor must retain sole and exclusive power to direct the voting and disposition of such Equity Interests until the first to occur of the termination of this Agreement or the death or incapacity of such Transferor, and if such Transferor does not retain such sole and exclusive power, such Transfer shall be deemed not to be in compliance with the Securities Act a Permitted Transfer hereunder and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) in the case of Section 3.2(c), the Permitted Transferee must remain a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; providedPermitted Affiliate, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his RelativesPermitted Transferee does not remain as such, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer Permitted Transferee shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or Initial Investor the Preferred Stock which was Transferred to another Person to whom such Permitted Transferee. Notwithstanding the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee foregoing, no party hereto shall be bound by avoid the terms and conditions provisions of this Agreement and by Transferring the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions securities of this Agreement and the Partnership Agreementany Person holding Equity Interests or Preferred Stock directly or indirectly. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Each of the Holders hereby agrees that, until it has disposed of all of the Acquired Shares, it will not, directly or indirectly, without the prior written consent of Motient, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) of any Acquired Shares, except: (a) The Partnership Parties acknowledge and agree that any sales of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made Acquired Shares pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateResale Registration Statement; or (iiib) a Transfer made sales of Acquired Shares pursuant to Rule 144 under the Securities Act; or (c) sales or transfers of Acquired Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in compliance the aggregate, more than five percent (5%) (with each Person, other than Affiliates of the transferring Holder, considered individually and not in the aggregate with the federal securities laws to an Employee’s Trustother transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (d) a bona fide pledge of or the granting of a security interest in the Acquired Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such has received a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing Acquired Shares, to be bound by the provisions of this Agreement in connection with any right it may have to dispose of any such Acquired Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or (e) sales or transfers of Acquired Shares pursuant to a tender or exchange offer; or (f) dispositions of Acquired Shares by any Holder to any wholly owned subsidiary of such Holder or to a successor corporation of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and conditions there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which Motient is a party or in connection with any reclassification of Common Shares; or (h) dispositions of Acquired Shares to the shareholders of BCE or, if BCE is no longer a public company, the public parent entity that controls BCE; provided, that (i) in the event that any Holder seeks to effect a Disposition of any Acquired Shares pursuant to clauses (b), (c), (f), or (h) of this Section 5.1, such Disposition is made in compliance with applicable securities laws, and (ii) prior to any Disposition pursuant to clause (b), if requested by Motient’s transfer agent (other than with respect to sales of Acquired Shares pursuant to Rule 144(k) under the Securities Act), or in any Disposition pursuant to clauses (c) or (f), such Holder shall have delivered to Motient an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the Partnership Agreement. BCE Exchange Agreement and (cB) Notwithstanding does not require registration under the Securities Act. Upon a disposition of Acquired Shares pursuant to Section 3.3(a)5.1(h) to the shareholders of BCE or, if BCE is no Person may Transfer Subject Units if longer a public company, the public parent entity that controls BCE , such Transfer has as a purpose beneficial owners shall hold the avoidance Acquired Shares free of the any restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior and shall not be required to such Transfer)become parties to this Agreement.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Subject to Section 5.1.5, Members may Transfer all or part of their Units only as provided in paragraphs (b) through (d) of this Section 5.1.2, as provided in Section 5.3 or 5.4, or with the advance written consent of a Majority in Interest. (b) A Member may Transfer all or part of its Units to a Member of the following Transfers Company at any time upon notice to the Company. (each c) A Member may Transfer all of a “Permitted Transfer”part of its Units to an affiliate of such Member at any time upon notice to the Company. (d) If a Member receives a bona fide and binding written offer from a third party for such third party to acquire any part of all, but not less than all, of the Subject its Units owned by such Member, the Employee at transferring Member must first offer the time of such Transfer shall be deemed Units proposed to be transferred to the other Members in compliance accordance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithfollowing provisions: (i) The transferring Member shall give notice of its intent to Transfer ("Notice of Transfer") contemporaneously to the Company and the non-transferring Members. The Notice of Transfer must describe the offer and the terms and conditions upon which the transferring Member proposes to Transfer the Units (and contain a copy of the offer). The non-transferring Members may elect to acquire their respective proportionate share of the Units in the Notice of Transfer made pursuant for the consideration specfied in the Notice of Transfer by giving notice to Article IV the Company and the transferring the Member within 30 days after receipt of the Notice of Transfer. The non-transferring Members' purchases will be in the same proportion as their respective ownership of Units unless a Member agrees with another Member to purchase some or V;all of that Member's portion. (ii) a Transfer upon After such 30-day period, the death or disability transferring Member shall provide written notice (the "Remainder Notice") to each non-transferring Member that elects to purchase its portion of the Employee Units, which Remainder Notice shall specify the number of Units that the other non-transferring Members did not elect to purchase in accordance with subparagraph (i) above. The non-transferring Members that elected to purchase their full portion of the Units shall then have five days after receipt of the Remainder Notice to elect to purchase such non-purchased Units for the consideration specified in the Notice of Transfer by giving notice to the Employee’s Estate; orCompany and the transferring Member. If the non-transferring Members do not elect to purchase all of the Units proposed to be transferred within the later to occur of (i) 45 days after receipt of the Notice of Transfer or (ii) five days after receipt by the purchasing non-transferring Members of the Remainder Notice, then the transferring Member is free to Transfer all of the Units proposed to be transferred to the third party acquirer on the terms and conditions originally proposed. If the transferring Member proposes to Transfer Units on other terms, or if more than 90 days have elapsed since the date of such Member's first Notice of Transfer, then such member will be required to reoffer such Member's Units to the non-transferring Members in accordance with this Section 5.1.2. (iii) a Transfer made in compliance with Any closing of the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to purchases contemplated by this Section 3.3 and, provided further, that if shall take place 75 days after the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf date of the Partnership, may, Notice of Transfer at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood a time and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound place selected by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreementpurchasing Members. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee Notwithstanding anything to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws contrary herein, subject to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement the Financing, the following Transfers shall be deemed “Permitted Transfers” and shall not require the Partnership Agreement and, if requested by consent of the General Partner, other Member. (i) Any Member may pledge its Interest to a commercial lender in connection with a financing for the benefit of such transferee shall agree in writing to be bound by Member or its Affiliates (other than the Financing); provided that any such pledge would not contravene the terms and conditions of this Agreement the Loan Documents; and provided further however, that the definitive loan documentation with such lender, shall provide that: (i) such lender acknowledges and agrees that such pledge, and the Partnership Agreementlien and security interest created thereby, shall be subject and subordinate to any lien and security interest on such Member’s Interest (whether then existing or thereafter created) which secures a Member Loan made to such Member, and such lender shall covenant and agree to duly execute and deliver such documents that may be reasonably requested by the Contributing Member to evidence such subordination, and (ii) such lender shall provide a copy to both Members hereunder of any notice with respect to such lender’s intent to realize upon the pledged Interest after an event of default under such financing, and the Member which is not subject to the financing shall have the same period as provided to the defaulting Member under the applicable loan documents to remedy or cause to be remedied the defaults specified in such notice (to the extent such defaults are capable of being remedied by such Member). All sums expended by a Member to cure the loan defaults of a defaulting Member under this Section 9.5(a)(i) shall be treated as a Member Loan hereunder. In the event the applicable defaults are not so cured and the lender realizes upon the defaulting Member’s Interest, such realization shall be a permitted Transfer hereunder. Each Member acknowledges and agrees that the Company shall not be required to bear any costs or expenses in connection with a financing of the type described in this Section 9.5(a)(i) (including, without limitation, any fees, costs or expenses payable to any Lender on account of such financing), and all such costs and expenses shall be borne solely by the Member to whom (or to the Affiliate of whom) such financing is made. In no event shall any such costs or expenses incurred by a Member pursuant to and in accordance with the immediately prior sentence entitle such Member to a Capital Account credit hereunder. (cii) Notwithstanding Montecito and its successors and assigns may sell all or any portion of its Interest subject to the right of first offer in favor of CHP, on the terms set forth in Section 3.3(a12.2 hereof; provided however, that with respect to the voting rights of any third party purchaser of a portion of the Montecito Interest, such rights will be exercised by Montecito on behalf of such purchaser as if Montecito retained 100% of its Interest. (iii) CHP and its successors and assigns may sell all or any portion of its Interest; provided however, that with respect to the voting rights of any third party purchaser of a portion of the CHP Interest, such rights will be exercised by CHP on behalf of such purchaser as if CHP retained 100% of its Interest. If CHP desires to sell any portion of its Interest (such portion of CHP’s Interest being referred to herein as the “CHP Transfer Amount”) to a Person that is not an Affiliate of CHP (the “Prospective Buyer”), no Person may Transfer Subject Units if then, at least ten (10) Business Days prior to the consummation of such Transfer has as proposed sale, CHP shall offer Montecito in writing (a purpose “Tag-Along Offer”) the avoidance opportunity to sell to the Prospective Buyer a percentage of Montecito’s Interest equal to Montecito’s Percentage Interest of the restrictions CHP Transfer Amount. Montecito shall, within five (5) Business Days after the giving of a Tag-Along Offer, inform CHP in writing as to whether Montecito accepts such Tag-Along Offer. If Montecito, within such five (5) Business Day period (time being of the essence), fails to advise CHP in writing that Montecito unconditionally accepts such Tag-Along Offer, then Montecito shall be deemed to have rejected such Tag-Along Offer (in which case CHP may proceed with the sale of the CHP Transfer Amount to the Prospective Buyer without the participation of Montecito). If Montecito duly accepts such Tag-Along Offer, then Montecito shall be entitled to sell a portion of its Interest equal to its Percentage Interest of the CHP Transfer Amount to the Prospective Buyer, on Transfers the terms of the Tag-Along Offer and at the same time as CHP sells the balance of the CHP Transfer Amount to the Prospective Buyer. If Montecito does not timely tender the applicable portion of its Interest, or does not otherwise reasonably cooperate in this Agreement facilitating the sale of the applicable portion of its Interest to the Prospective Buyer, then Montecito will be deemed irrevocably to have waived its rights with respect to the applicable Tag-Along Offer. In the event Montecito does not accept a Tag-Along Offer (or if Montecito is deemed to have waived its rights in respect of a Tag-Along Offer as provided herein), CHP will be entitled to consummate its Transfer of the Partnership Agreement CHP Transfer Amount to the Prospective Buyer, within six (it being understood that 6) months following such non-acceptance or waiver, on basic economic terms substantially the purpose same (or less favorable to CHP) as those contained in the Tag-Along Offer given to Montecito. If Montecito timely accepts a Tag-Along Offer, then (A) on the date scheduled for the closing of this Section 3.3(c) is the Transfer to prohibit the Prospective Buyer, Montecito shall execute such documents and instruments, and take such other actions, as are reasonably required to consummate the sale of Montecito’s Interest, in the amount of the Montecito Tag-Along Amount, to the Prospective Buyer (failing which CHP may proceed with the Transfer of Subject Units its Interest, in the amount of the CHP Transfer Amount, to the Prospective Buyer without the participation of Montecito); (B) Each Member shall bear its own transaction costs, including but not limited to the costs of its own legal counsel and other professional advisors, in connection with the transfer of its respective Percentage Interest. All out-of-pocket expenses that have been incurred by or on behalf of the Company by either Member with respect to the transfer shall be expenses of the Company; and (C) the aggregate net proceeds (the “Proceeds”) of the Transfer by CHP and Montecito of their respective Interests to the Prospective Buyer (after deducting the transaction costs described in the immediately preceding sub-clause (B)) shall be distributed to CHP and Montecito in proportion to their respective Percentage Interests. (iv) CHP and its successors and assigns may assign or sell all or a portion of its Interest to a transferee followed REIT sponsored by CNL Financial Group, LLC, a change Florida limited liability company, or its Affiliates. (v) Montecito may from time to time and in its sole discretion without the relationship between consent of any other Member or the transferor and Company, sell or assign its Interest in whole or in part to any Person that is a wholly-owned affiliate of MMAC Berkshire LLC, a Delaware limited liability company. Furthermore, direct or indirect interests may be sold, conveyed, pledged or transferred in MMAC Berkshire LLC, a Delaware limited liability company, so long as one or more of those Persons that are members of MMAC Berkshire LLC, a Delaware limited liability company, as of the transferee after date hereof continue to own not less than twenty-five percent (25%) of the Transfer with interests in MMAC Berkshire LLC. Notwithstanding the result and effect that the transferor has indirectly made foregoing, BRV-MMAC, L.L.C., a Transfer that would not have been directly permitted under this Agreement had such change Delaware limited liability company, may sell, convey, pledge or transfer its interest in such relationship occurred prior to such Transfer)MMAC Berkshire, LLC in whole or in part so long as Montecito Medical Property Company, LLC owns ten percent (10%) or more of MMAC Berkshire, LLC.

Permitted Transfers. (a) The Unless a transfer of a Partnership Parties acknowledge and agree that any Interest meets each of the following Transfers (each a “Permitted Transfer”) of all, but conditions it may not less than all, be made without the consent of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithGeneral Partner: (i) Such transfer is made (A) in the case of a Transfer made Limited Partner who is an individual, to a member of his Immediate Family, any trust formed for the benefit of himself and/or members of his Immediate Family, or any partnership, limited liability company, joint venture, corporation or other business entity comprised only of himself and/or members of his Immediate Family and entities the ownership interests in which are owned by or for the benefit of himself and/or members of his Immediate Family; (B) in the case of a Limited Partner which is a trust, to the beneficiaries of such trust; (C) in the case of a Limited Partner which is a partnership, limited liability company, joint venture, corporation or other business entity to which Partnership Interests were transferred pursuant to Article IV clause (A) above, to its partners, owners or V;stockholders, as the case may be, who are members of the Immediate Family of or are actually the Person(s) who transferred Partnership Units to it pursuant to clause (A) above; and (D) pursuant to applicable laws of descent or distribution; provided that any such transferee (as described in clauses (A) through (D)) is a Qualified Transferee. (ii) a Transfer upon the death The transferee assumes by operation of law or disability express agreement all of the Employee obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Interest and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner, in its sole and absolute discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all Ownership Limits, which may limit or restrict such transferee’s ability to exercise its Redemption Right. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the Employee’s Estate; orobligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by voluntary transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5. (iii) a Transfer made in compliance with the federal securities laws The number of Partnership Units transferred to an Employee’s Trust; provided, however, that it any such transferee is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other not less than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject the remaining Partnership Units back to held by the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General transferor Limited Partner, on behalf unless such Partnership Units were acquired through a conversion of LTIP Units, in which case the transferor may transfer less than all of the Partnership, may, at its option, cause the Employee’s Trust to forfeit remaining Partnership Units held by such Subject Units to the Partnershiptransferor. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Notwithstanding anything in this Agreement to the contrary: (a) The Partnership Parties acknowledge and agree that any of the following Transfers Each Restricted Member may Transfer all (each a “Permitted Transfer”) of all, but not less than all, ) of the Subject Membership Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act it and its rights under this Agreement and no opinion under any of counsel shall be required in connection therewiththe following circumstances: (i) a Each Restricted Member may Transfer made pursuant all (but not less than all) of the Membership Units owned by it together with its rights under this Agreement to Article IV or V;any transferee which is an Affiliate of the transferring Member provided that no Restricted Transferee owns an interest in such transferee. (ii) a Each Restricted Member (or any permitted transferee under clause (a) above) may Transfer upon the death or disability all (but not less than all) of the Employee to Membership Units owned by it together with its rights under this Agreement if such Transfer is part of the Employee’s Estate; orTransfer (i) by BAG and its Affiliates of all (or substantially all) of the publishing business in the United States, operated by BAG and its Affiliates, or (ii) by BN and its Affiliates, of all (or substantially all) of its retail book store business. (iii) In the event of any such Transfer, a Transfer made in compliance with transferee (or subsequent transferee) shall be entitled to the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood rights and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” privileges set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and shall be bound and obligated by the provisions of this Agreement. As a condition to such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units permitted pursuant to this Section 3.3 and7.2(a), provided furthereach transferee shall, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred prior to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement andtransfer, if requested by the General Partner, such transferee shall agree in writing to be bound by all of the terms and conditions provisions of this Agreement and no such transferee shall be permitted to make any Transfer which the Partnership Agreementoriginal transferor was not permitted to make. In connection with any Transfer pursuant to this Section 7.2(a), the transferee shall execute and deliver to the non-transferring Members and the Company such documents as may reasonably be requested by the non-transferring Members or the Company to evidence the same. (b) Each Restricted Member may Transfer some or all of the Membership Units owned by it to the other Restricted Member. (c) Notwithstanding Section 3.3(a), no Person Any Restricted Member may Transfer Subject Units if such Transfer has as a purpose the avoidance some or all of the restrictions on Transfers Membership Units owned by it to the Public Corp. in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change exchange for Class A Common Stock in the relationship between the transferor and the transferee after the Transfer accordance with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Certificate of Incorporation.

Permitted Transfers. The restrictions on transfer provided in Section 2.2(a) shall not be applicable to (ai) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be transfer in compliance with the Securities Act federal and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal all applicable state securities laws to an Employee’s Trust; providedAffiliate of the holder of Restricted Securities, however, that it is expressly understood and agreed that from an Affiliate of such holder to such holder or between Affiliates of such holder (if any such Employee’s Trust at any time includes any Person other than the Employee or his RelativesAffiliate to whom shares of Restricted Securities have been transferred by a holder thereof ceases to be an Affiliate of such holder of Restricted Securities, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer Restricted Securities shall no longer immediately be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units transferred back to the Employee transferor thereof), (ii) any transfer upon the death of any holder of Restricted Securities to such holder's executors, administrators or testamentary trustees or (iii) any transfer to another Person a trust the beneficiaries of which include only the holder of such Restricted Securities or such holder's spouse, parents, siblings or descendants (any transferee referred to whom in (i), (ii) or (iii) above being referred to herein as a "Permitted Transferee"); PROVIDED that no such transfer shall be made to any Permitted Transferee unless such Permitted Transferee shall have agreed in writing that such Permitted Transferee, as a Stockholder or Warrantholder (as the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andcase may be), provided further, that if and the Employee’s Trust fails to make such a Transfer within 45 days shares of first including any Person other than the Employee Common Stock or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units Warrants it acquires shall be bound by and be entitled to the Partnership. benefits of all the provisions of this Agreement applicable to Common Stock or Warrants (b) It is expressly understood as the case may be), and agreed that in the event of a upon such agreement such Permitted Transfer to a Permitted Transferee: (i) no such transferee Transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreementbenefits. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (ii)(A) a Transfer made pursuant to a Redemption or Direct Exchange in accordance with Article IV XI hereof or V; (B) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer upon the death to an Affiliate of such Member or disability pursuant to applicable laws of descent and distribution or among such Member’s Family Group (provided that (x) Units may not be Transferred to a Member’s spouse in connection with a divorce proceeding and (y) such Member retains exclusive voting control of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s TrustUnits Transferred); provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than (x) the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth restrictions contained in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall will continue to apply to Units after any Permitted Transfer all of such Subject Units back to Units, and (y) in the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf case of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and foregoing clause (ii) each such transferee shall be bound by ), the terms and conditions Permitted Transferees of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee Units so Transferred shall agree in writing to be bound by the terms and conditions provisions of this Agreement Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company and the Partnership Agreement. (c) Notwithstanding Section 3.3(a)Members, no Person may Transfer Subject Units if such Transfer has as a purpose which notice will disclose in reasonable detail the avoidance identity of the restrictions on Transfers proposed Permitted Transferee, or (iii) in this Agreement or the Partnership Agreement case of Management Holdings, (it being understood A) an indirect Transfer by virtue of a Management Holdings Member Transferring any of its equity interests in Management Holdings to such Management Holdings Member’s Family Group (provided that (x) Units may not be Transferred to such Management Holdings Member’s spouse in connection with a divorce proceeding and (y) such Management Holdings Member retains exclusive voting control of the purpose Units Transferred) and (B) a distribution of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed Management Holdings Member with respect to such Management Holdings Member’s interests in Management Holdings corresponding to such Units, but only if such Management Holdings Member has notified Management Holdings in writing under Section [__] of the Management Holdings LLC Agreement that it desires to have Management Holdings initiate the Redemption or Direct Exchange provisions of Article XI hereof with respect to such Units, and provided that, in the case of this clause (iii), any such distribution shall (1) occur on the date of, and immediately prior to, the applicable Redemption or Direct Exchange, (2) be accompanied by a change distribution by Management Holdings to the applicable Management Holdings Member of a number of shares of Class B Common Stock equal to the number of Units so distributed and (3) be conditioned on the Management Holdings Member’s immediate Transfer of (a) such distributed Units to the Company or the Corporation (whichever is required by the Redemption or Direct Exchange, as applicable) and (b) of such distributed shares of Class B Common Stock to the Corporation, in each case, in accordance with Article XI hereof (and if the applicable Management Holdings Member fails to effect any such immediate Transfer of such Units or shares of Class B Common Stock, the distribution of such Units and shares of Class B Common Stock to such Management Holdings Member shall be deemed null and void and shall have no effect). In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold Class B Common Stock in accordance with the Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee of such Member) shall also transfer a number of shares of Class B Common Stock equal to the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior transaction to such TransferPermitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3 hereof), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member; provided, that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estateprovisions of this Agreement; or (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder, provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be nontransferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution, provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails this restriction will not apply to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this transfers. permitted under Section 3.3 and, 6.1(a) provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).

Permitted Transfers. A Shareholder shall be free at any time to Transfer all or any portion of such Shareholder’s Common Shares without having to comply with the requirements of Section 3.03 or Section 3.04 hereof: (a) The Partnership Parties acknowledge and agree that in the case of the Washington Parties, to any of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, his spouse, his lineal descendants, spouses of his lineal descendants, or the estate of or any trust for the benefit of any of the following Transfers (each a “Permitted Transfer”) of allforegoing persons, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer entity all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including whose equity is owned and controlled by any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, person referenced at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership.item (i); (b) It is expressly understood and agreed that in the event case of a Permitted Transfer the Tiger Parties, to a Permitted Transferee: any of (i) no ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇, (ii) the spouse, lineal descendants, and spouses of lineal descendants of either of the persons referenced at item (i), (iii) the estate of or any trust for the benefit of any of the persons referenced at items (i) and (ii), and (iv) any entity all of whose equity is owned and controlled by any of the persons referenced at items (i), (ii) and (iii); and (c) in the case of any Shareholder, to any other Shareholder. Notwithstanding the foregoing, in the case of any Transfer permitted under this Section 3.02 (other than a permitted Transfer pursuant to clause (c) of this Section 3.02), it shall be a condition to such Transfer that such transferee shall agrees, by executing a joinder agreement in substantially the form attached hereto as Exhibit A (y) to be entitled bound by this Agreement as a Shareholder with respect to make any further Transfers all of Subject Units the Common Shares Transferred to such transferee, and (z) that all of the Common Shares Transferred to such transferee except for a Transfer back remain subject to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and all of the Partnership Agreement andterms, if requested by the General Partnerconditions, such and restrictions hereof. Any transferee shall agree in writing to be bound by the terms and conditions of Common Shares of a Washington Party who joins this Agreement and pursuant to the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has prior sentence shall thereafter be treated as a purpose Washington Party, and any transferee of Common Shares of a Tiger Party who joins this Agreement pursuant to the prior sentence shall thereafter be treated as a Tiger Party. For avoidance of the restrictions on doubt, Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of permitted by this Section 3.3(c) is 3.02 shall not be subject to prohibit the Transfer provisions of Subject Units to a transferee followed by a change in the relationship between the transferor Section 3.03 and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Section 3.04.

Permitted Transfers. Notwithstanding anything herein to the contrary, the provisions of Sections 3.3 and 3.4 shall not apply to any of the Transfers listed below (each such transferee, a “Permitted Transferee”), provided that, in each case the Transferee shall have entered into a Joinder Agreement in substantially the form attached hereto as Exhibit A providing that all Shares so Transferred shall continue to be subject to all provisions of this Agreement as if such Shares were still held by such Restricted Stockholder, except that (i) in the case of any Permitted Transferee of Tufts, such Permitted Transferee shall be subject only to those provisions of this Agreement applicable to shares of Common Stock held by Tufts as of the date of this Agreement, (ii) in the case of any Permitted Transferee of STRATEC, such Permitted Transferee shall be subject only to those provisions of this Agreement applicable to STRATEC as of the date of this Agreement, and (iii) no further Transfer shall thereafter be permitted hereunder except in compliance with Sections 3.3 and 3.4: (a) The Partnership Parties acknowledge and agree that Transfers by any Restricted Stockholder to the spouse, children or siblings of such Restricted Stockholder or to a trust or family limited partnership for the benefit of any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or Vthem; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in Transfers upon the event death of a Permitted Transfer any Restricted Stockholder to such Restricted Stockholder’s heirs, executors or administrators or to a Permitted Transferee:trust under such Restricted Stockholder’s will, or Transfers between such Restricted Stockholder and such Restricted Stockholder’s guardian or conservator; (ic) no such transferee shall be entitled Transfers by Tufts to make any further Transfers one if its Affiliates or to an employee of Subject Units Transferred to such transferee except for a Transfer back Tufts pursuant to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3existing policies and procedures of Tufts; and (iid) each such transferee Transfers by STRATEC to one of its Affiliates. For the avoidance of doubt, transfers by Investors that are not Founders shall not be bound by subject to the terms provisions of Section 3.3 and conditions 3.4. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by (i) making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or (ii) by Transferring the Partnership Agreement and, if requested by securities of any entity holding Shares directly or indirectly. Notwithstanding anything to the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers contrary in this Agreement or the Partnership Agreement (it being understood that the purpose any failure by a Transferee under this Section 3.2 to execute a Joinder Agreement, such Transferee shall take any Shares so Transferred subject to all provisions of this Section 3.3(c) is to prohibit Agreement as if such Shares were still held by the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to Restricted Stockholder making such Transfer), whether or not they so agree in writing.

Permitted Transfers. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (a) The Partnership Parties acknowledge and agree that any of such Person’s Permitted Transferees, upon written notice to PubCo, or (b) (i) in the following Transfers (each a “Permitted Transfer”) case of allan individual, but not less than all, by virtue of laws of descent and distribution upon death of the Subject Units owned individual; (ii) in the case of an individual, pursuant to a qualified domestic relations order; or (iii) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (a) or (b) above, (x) the restrictions and obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares and such Transferee shall agree to be bound by such restrictions and obligations in writing and acknolwedged by PubCo, and (y) the Employee Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares pursuant to this Section 4.2 shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be become a party to this Investor Rights Agreement by executing and delivering a joinder in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement and such Employee’s Trust shall Transfer all Investor Rights Agreement. Notwithstanding the foregoing provisions of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and4.2, provided further, that if the Employee’s Trust fails to a Holder may not make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units Transferee if such Transfer has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Agreement or the Partnership Investor Rights Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit provision includes prohibiting the Transfer of Subject Units to a transferee Permitted Transferee (A) that has been formed to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up Shares, or (B) followed by a change in the relationship between the transferor Holder and the transferee Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the transferor Holder has indirectly made a Transfer that of Lock-Up Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this Agreement Article IV had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The restrictions on transfer provided in Section 2.2(a) shall not be applicable to (ai) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be transfer in compliance with the Securities Act federal and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal all applicable state securities laws to an Employee’s Trust; providedAffiliate of the holder of Restricted Securities, however, that it is expressly understood and agreed that from an Affiliate of such holder to such holder or between Affiliates of such holder (if any such Employee’s Trust at any time includes any Person other than the Employee or his RelativesAffiliate to whom shares of Restricted Securities have been transferred by a holder thereof ceases to be an Affiliate of such holder of Restricted Securities, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer Restricted Securities shall no longer immediately be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units transferred back to the Employee transferor thereof), (ii) any transfer upon the death of any holder of Restricted Securities to such holder's executors, administrators or testamentary trustees or (iii) any transfer to another Person a trust the beneficiaries of which include only the holder of such Restricted Securities or such holder's spouse, parents, siblings or descendants (any transferee referred to whom in (i), (ii) or (iii) above being referred to herein as a "PERMITTED TRANSFEREE"); provided that no such transfer shall be made to any Permitted Transferee unless such Permitted Transferee shall have agreed in writing that such Permitted Transferee, as a Stockholder or Warrantholder (as the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andcase may be), provided further, that if and the Employee’s Trust fails to make such a Transfer within 45 days shares of first including any Person other than the Employee Common Stock or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units Warrants it acquires shall be bound by and be entitled to the Partnership. benefits of all the provisions of this Agreement applicable to Common Stock or Warrants (b) It is expressly understood as the case may be), and agreed that in the event of a upon such agreement such Permitted Transfer to a Permitted Transferee: (i) no such transferee Transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreementbenefits. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Subject to the restrictions set forth in this Article X: (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of Member may Transfer all, but not less than all, of the Subject Units owned by the Employee at the time its Membership Interest to a Wholly Owned Affiliate of such Transfer shall be deemed to be in compliance with Member that is organized under the Securities Act and this Agreement and no opinion Laws of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability any state of the Employee United States of America (an “Affiliate Transferee”), subject to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s TrustSection 6.03(c); provided, however, that it is expressly understood (i) such Transferor shall remain responsible for the obligations and agreed commitments owed to the Company, with respect to such Membership Interest, on or before the date of such Transfer, (ii) if the Parent or any other Affiliate of such Transferor has provided a Guarantee to the Company in respect of any of such Transferor’s agreements, covenants or other obligations owed to the Company or the Members, such Guarantee shall remain in full force and effect and such Parent or other Affiliate shall remain responsible for the agreements, covenants or other obligations of such Transferor and such Affiliate Transferee owed to the Company or the Members thereunder, and (iii) such Transfer shall not subject the Company to, and shall not be reasonably likely to subject the Company to, any regulatory or tax obligations (other than immaterial tax reporting obligations) that would not otherwise be applicable to the Company if such Employee’s Trust at Transfer were not to occur. In the event that subsequent to any time includes such Transfer, the Company becomes, or is reasonably likely to become, subject to any Person such regulatory or tax obligations (other than immaterial tax reporting obligations) as a result of such Transfer or the Employee or his Relatives, identity of such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit AAffiliate Transferee, then such Transferor (or such initial Transferor, as applicable) shall cause such Affiliate Transferee to Transfer shall no longer be in compliance with its Membership Interest back to such Transferor and, pending such Transfer back, all rights of the Affiliate Transferee (and any Manager appointed by such Affiliate Transferee) under this Agreement and (but not such EmployeeAffiliate Transferee’s Trust obligations) shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 be immediately suspended; and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in at any time after the event first anniversary of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) date hereof, each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person Member may Transfer Subject Units if such Transfer has as a purpose the avoidance all, but not less than all, of the restrictions on Transfers its Membership Interest to any Third Party in this Agreement or the Partnership Agreement (it being understood that the purpose of this accordance with Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor 10.01, Section 10.03, Section 10.05 and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Section 10.06.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 5 and 6 hereof. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3 hereof), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member; provided, that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estateprovisions of this Agreement; or (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder; provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be non-transferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution; provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails this restriction will not apply to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this transfers permitted under Section 3.3 and, 6.1(a) provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3 hereof), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member, provided, that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estate; orprovisions of this (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder, provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be nontransferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution, provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails this restriction will not apply to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this transfers permitted under Section 3.3 and, 6.1 (a) provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).

Permitted Transfers. Further notwithstanding anything to the contrary contained herein (a) The Partnership Parties acknowledge and agree that any but subject to the provisions of the following Transfers (each a “Permitted Transfer”) of allSection 9.4), but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) Holdings or any Member of Holdings (or its representatives) may Transfer all or a Transfer made pursuant portion of any Units in Holdings (A) to Article IV (x) such transferor’s immediate family members or V; trusts established for the benefit of such family members for estate planning purposes, (iiy) a Transfer Charity for gratuitous purposes or (z) Holdings or any other Member of Holdings, or (B) by devise or descent or by operation of law upon the death or disability of such Member of Holdings, (ii) without limiting any of the Employee foregoing, a Member of Holdings may withdraw or be involuntarily withdrawn as a Member of Holdings but continue to exercise rights as an interest holder and/or member thereof, in all events to the Employee’s Estate; or extent provided in the Holdings Operating Agreement, (iii) a Transfer made Units in compliance Holdings and/or related rights may be directly or indirectly sold, assigned, pledged, transferred, or otherwise disposed of pursuant to the terms of the Holdings Operating Agreement, (iv) “TRA Units” in Holdings (as defined in the Holdings Operating Agreement) and/or related rights may be directly or indirectly sold, assigned, pledged, transferred, or otherwise disposed of in accordance with the federal securities laws to an Employee’s Trust; providedHoldings Operating Agreement, however(v) any interests of Holdings in Acquisition may be sold, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than assigned, pledged, transferred, or otherwise disposed of in accordance with the Employee or his Relatives, such that it fails to meet terms of the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Holdings Operating Agreement and such Employee’s Trust shall Transfer all any interests of such Subject Units back to Publico in Holdco may be sold, assigned, pledged, transferred, or otherwise disposed of in accordance with the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf terms of the Partnershiporganizational documents of Publico and (vi) any Transfer of shares of Class A Common Stock or Class B Common Stock in accordance with applicable Law, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Transaction Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee organizational documents of Publico shall agree in writing not be deemed to be bound by a prohibited Transfer hereunder. Additionally, the terms Partners hereby agree to pledge their Units as and conditions of this Agreement and to the Partnership Agreementextent required under the Loan Facility. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer No Holder shall be deemed permitted to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithTransfer any Shares held or Beneficially Owned to any other Person, other than: (i) a A Transfer made pursuant to Article IV or Vwith the prior written consent of the other Holders; (ii) A Transfer, pursuant to which the proposed price per Share exceeds three (3) times the amount per Share originally paid by TPG pursuant to the terms of the Stock Purchase Agreement (as appropriately adjusted for any stock dividend or distribution payable thereon, stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision, or any combination thereof); (iii) A Transfer by TPG to any of its Affiliates; provided, that such Affiliate, upon receipt of any such Shares, shall be required to execute a Joinder Agreement, pursuant to which, such Affiliate shall become a party to this Agreement, subject, among other things, to the restrictions set forth in this Section 4.2; (iv) A Transfer by Weider to any of its Affiliates; provided, that such Affiliate, upon receipt of any such Shares, shall be required to execute a Joinder Agreement, pursuant to which, such Affiliate shall become a party to this Agreement, subject, among other things, to the restrictions set forth in this Section 4.2; (v) From and as of the second (2nd) anniversary of the date hereof, (A) a Transfer by TPG (or any of its members) pursuant to a distribution by TPG (or any of its members) to its partners or members, as applicable, provided, that any Shares Transferred to such partners or members will not be deemed to be Beneficially Owned by TPG or any of its Affiliates, unless such partner or member, as applicable, is an Affiliate of TPG and, upon receipt of any such Shares, executes a Joinder Agreement, pursuant to which, such Affiliate becomes a party to this Agreement, subject, among other things, to the death restrictions set forth in this Section 4.2, or disability (B) a Transfer (by any of the Employee parties hereto) in a public offering registered in accordance with the terms of the Securities Act, or in accordance with the requirements of Rule 144; (vi) A Transfer in connection with a Company Sale contemplated by Section 3.3; (vii) A Transfer permitted pursuant to the Employee’s Estateterms set forth in Section 4.3, or required pursuant to the terms set forth in Section 4.4, in either instance, to the extent actually Transferred in accordance with the terms set forth therein; or (iiiviii) a Transfer made in compliance with After the federal securities laws to an Employee’s Trustfifth (5th) anniversary of the date hereof, any Transfer; provided, however, that Weider hereby acknowledges and agrees that it is expressly understood and agreed that if such Employee’s Trust at shall not be entitled to Transfer any time includes any Person other than the Employee Beneficially Owned Shares subject to an outstanding proxy or his Relatives, such that it fails to meet the definition power of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back attorney given pursuant to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this terms of Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership3.4(a). (b) It is expressly understood At any time during which both Weider and agreed that TPG are entitled to Transfer Beneficially Owned Shares pursuant to the terms set forth in Section 4.2(a), Weider and TPG shall, as applicable, promptly notify the event of a Permitted Transfer to a Permitted Transferee: others (i) no when it has commenced a measurement period for purposes of the Rule 144 group volume limit in connection with a Transfer that is subject to such transferee limit, and (ii) what the volume limit for that measurement period, determined as of its commencement, will be. During the applicable measurement period, the other party shall be entitled to make any further effect Transfers of Subject Units Transferred to such transferee except for a Transfer back that are subject to the Employee Rule 144 group volume limit based on its pro rata percentage ownership of Shares collectively held by Weider and TPG at the start of such measurement period. In the event that either Weider or TPG, as applicable, agrees to another Person forego its full pro rata share of the Rule 144 group volume limit by written notice to whom the Employee would have been able other, Weider or TPG, as applicable, shall , acting individually, be entitled to Transfer Subject Units pursuant effect Transfers up to the Rule 144 group volume limit. The provisions of this Section 3.3; and (ii4.2(b) each such transferee shall be bound by the terms and conditions not apply to any Transfer of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing Shares not subject to be bound by the terms and conditions of this Agreement and the Partnership Agreementvolume limitation under Rule 144. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose anything to the avoidance of contrary in the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose foregoing provisions of this Section 3.3(c4.2, at any time prior to the fifth (5th) is to prohibit anniversary of the date hereof, Weider shall not, in any event, make any Transfer which would result in it holding less than thirty percent (30%) of Subject Units the Class B Common Stock owned by Weider as of the date hereof, other than Transfers made (i) pursuant to a transferee followed by a change Company Sale in the relationship between the transferor and the transferee after the Transfer accordance with the result terms and effect that conditions of Section 3.3 or (ii) pursuant to the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)drag along provisions of Section 4.4.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Notwithstanding the provisions of Section 7.02, the following Transfers transfers shall not be deemed to be a Prohibited Transfer provided no Event of Default exists (each each, a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (ia) a Transfer made pursuant to Article IV transfer by devise or V; (ii) a Transfer descent or by operation of law upon the death of a member, partner or disability shareholder of a Restricted Party; and (b) the transfer, in one or a series of transactions, of not more than forty-nine percent (49%) of the Employee to stock, limited partnership interests or non-managing membership interests (as the Employee’s Estate; or (iiicase may be) in a Transfer made in compliance with the federal securities laws to an Employee’s TrustRestricted Party; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails with respect to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units transfers pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. clause (a) and (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: ), (i) no such transferee transfer shall be entitled to make any further Transfers result in a change of Subject Units Transferred to such transferee except for control in the Restricted Party or a Transfer back to change of control of the Employee or to another Person to whom day-to-day operations of the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and Property, (ii) as a condition to each such transfer under clause (b), Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer, (iii) Borrower shall deliver evidence reasonably acceptable to Lender that there has not been and will not be any breach of the representations and covenants set forth in Article VI hereof and (iv) no such transfer shall result in the transferee shall be bound by owning more than forty-nine percent (49%) of the terms and conditions direct or indirect interests in the Borrower if such transferee did not own forty-nine percent (49%) or more of this Agreement and the Partnership Agreement anddirect or indirect interests in the Borrower as of the date hereof. Notwithstanding the foregoing, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly any transfer permitted under this Agreement had such change Section 7.03 results in such relationship occurred any Person owning in excess of forty-nine percent (49%) of the ownership interest in a Restricted Party, Borrower shall, prior to such Transfer)transfer, deliver a revised substantive non-consolidation opinion to Lender reflecting such transfer, which opinion shall be in form, scope and substance reasonably acceptable in all respects to Lender and acceptable in all respects to the Rating Agencies. Notwithstanding the foregoing, in the event that Borrower is a single member limited liability company, no transfer shall be permitted which results in the Borrower having more than one (1) member.

Permitted Transfers. The Owner Participant may transfer all or part of its right, title and interest in and to the Trust Estate (whether or not the same shall then have been pledged or mortgaged under the Indenture, but subject to the Lien of the Indenture if then in effect) and in and to this Agreement and the other Operative Documents to any Person (a "Transferee") only in compliance with and upon satisfaction of the following conditions: (a) The Partnership Parties acknowledge and agree that any of the following Transfers Transferee (each i) shall be, or shall be an Affiliate of, a “Permitted Transfer”) of allfinancial institution, but not less than all, of the Subject Units owned by the Employee leasing company or other institutional investor having a tangible net worth at the time of such Transfer at least $75,000,000 (or shall provide a guarantee in form and substance reasonably satisfactory to the Lessee and the Indenture Trustee of all its obligations under the Operative Documents to which it is a party by an entity having a tangible net worth at the time of at least $75,000,000), or (ii) shall be deemed an Affiliate of the Owner Participant that either (x) has a net worth of at least $75,000,000 or (y) has its obligations under the Operative Documents guaranteed by the Owner Participant (or if at the time of transfer the Owner Participant's obligations are guaranteed pursuant to be the Guaranty, by the Guarantor) pursuant to a guaranty in compliance with form and substance reasonably satisfactory to the Securities Act Lessee and this Agreement the Indenture Trustee; and no opinion in the case of counsel shall be required in connection therewith: either (i) or (ii) such Transferee shall not be a Transfer made pursuant to Article IV or VCompetitor of the Lessee; (iib) no such transfer shall violate any provision of, or create a Transfer upon relationship which would be in violation of, any applicable Governmental Rules, including, without limitation, applicable securities laws, any agreement to which the death Owner Participant or disability the Transferee is a party or by which it or any of its property is bound or any Governmental Actions; (c) the Transferee shall enter into an agreement substantially in the form of Exhibit B and shall have delivered to the Grantor Trustee and the Lessee an Officer's Certificate of the Employee Transferee stating that the representations and warranties contained therein shall be true and correct on the date of transfer; (d) the transferring Owner Participant shall have provided 10 Business Days prior written notice of such transfer to the Employee’s Estate; or Grantor Trustee, the Indenture Trustee and the Lessee, which notice shall specify (iiii) a Transfer made in compliance with the federal securities laws such information and be accompanied by evidence as shall be reasonably necessary to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in establish compliance with this Section 13 and Section 12.7 of the Trust Agreement and such Employee’s Trust (ii) the name and address (for the purpose of giving notice as contemplated by the Operative Documents) of the Transferee; (e) the transferring Owner Participant shall Transfer pay or cause to be paid all of such Subject Units back to reasonable fees, out-of-pocket expenses, disbursements and costs (including, without limitation, legal and other professional fees and expenses) incurred by the Employee Grantor Trustee, the Loan Participants, the Indenture Trustee or to another Person to whom the Employee would have been able to Transfer Subject Units Lessee in connection with any transfer pursuant to this Section 3.3 and13 (other than fees and expenses incurred in unsuccessfully challenging, provided furtherthrough any action, that if suit or proceeding, the Employee’s Trust fails Owner Participant's right to make such a Transfer within 45 days of first including any Person other than transfer); (f) the Employee transferring Owner Participant or his Relativesthe Transferee shall have delivered to the Grantor Trustee and the Lessee and, then if the General Partner, on behalf Lien of the PartnershipIndenture shall then be in effect, maythe Indenture Trustee, at its optionan opinion of counsel in form and substance reasonably satisfactory to each of them, cause the Employee’s Trust to forfeit such Subject Units as to the Partnership. due authorization, execution, delivery and enforceability of the agreement or agreements referred to in clause (c) of this Section 13.2, and as to the matters referred to in clause (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.313.2; and (iig) each such transferee the Transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has a "United States Person" as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change defined in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Code.

Permitted Transfers. Each of the Holders hereby agrees that, until it and any permitted transferees under paragraph (f) hereunder have disposed of all of the Acquired Shares, it will not, directly or indirectly, without the prior written consent of SkyTerra, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) of any Acquired Shares (including any shares of SkyTerra Non-Voting Common Stock (as defined in the Columbia/Spectrum Exchange Agreements) issued to Motient or MVH (or any subsidiary of either) in exchange for Acquired Shares, or shares of SkyTerra Common Stock exchanged therefore, in each case pursuant to Section 4.10(b) of the Columbia/ Spectrum Exchange Agreements), except: (a) The Partnership Parties acknowledge and agree that any sales of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made Acquired Shares pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateResale Registration Statement; or (iiib) a Transfer made sales of Acquired Shares pursuant to Rule 144 under the Securities Act; or (c) sales or transfers of Acquired Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in compliance the aggregate, more than five percent (5%) (with each Person, other than Affiliates of the transferring Holder, considered individually and not in the aggregate with the federal securities laws to an Employee’s Trustother transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (d) a bona fide pledge of or the granting of a security interest in the Acquired Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such has received a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing Acquired Shares, to be bound by the provisions of this Agreement in connection with any right it may have to dispose of any such Acquired Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or (e) sales or transfers of Acquired Shares pursuant to a tender or exchange offer; or (f) dispositions of Acquired Shares by any Holder to any wholly owned subsidiary of such Holder or to a successor corporation of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and conditions there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which SkyTerra is a party or in connection with any reclassification of Common Shares; or (h) dispositions of the Acquired Shares pursuant to the Acquired Shares Distribution; or (i) dispositions of Acquired Shares by a Stockholder to its beneficial owners; provided, that (i) in the event that any Holder seeks to effect a Disposition of any Acquired Shares pursuant to clauses (b), (c), (f), (h) or (i) of this Section 5.1, such Disposition is made in compliance with applicable securities laws, and (ii) prior to any Disposition pursuant to clause (b) (other than with respect to sales of Acquired Shares pursuant to Rule 144(k) under the Securities Act), if requested by SkyTerra’s transfer agent, or in any Disposition pursuant to clauses (c), (f) or (h), such Holder shall have delivered to SkyTerra an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the Partnership applicable Columbia/Spectrum Exchange Agreement. , (cB) Notwithstanding does not require registration under the Securities Act, and solely with respect to Dispositions pursuant to Section 3.3(a5.1(h), no Person may Transfer Subject Units if such Transfer has as a purpose (C) assuming the avoidance accuracy of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change representations and warranties contained in the relationship between Columbia/Spectrum Exchange Agreement, does not cause the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not Columbia/Spectrum Exchange to be required to have been directly permitted registered under the Securities Act. Upon a disposition of Acquired Share pursuant to Section 5.1(i) to its beneficial owners, such beneficial owners shall hold the Acquired Shares free of any restrictions under this Agreement had such change in such relationship occurred prior and shall not be required to become parties to this Agreement; provided that the applicable Stockholder distributing the Acquired Shares shall act as a representative to such Transfer)beneficial owners receiving Acquired Shares for purposes of receiving notifications pursuant to this Agreement.

Permitted Transfers. Notwithstanding any other provision of this Agreement, the restrictions set forth in Section 2 of this Agreement shall not apply to: (a) The Partnership Parties acknowledge Transfers between a Stockholder or any Related Holder thereof and agree (i) any Related Holder of such Stockholder, (ii) Sponsor or any person or entity that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such the applicable Transfer shall be deemed is, or immediately prior to be in compliance with the Securities Act and this Agreement and no opinion any prior dissolution of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV Sponsor was, an officer, manager, or V; (ii) a Transfer upon the death or disability member of the Employee to the Employee’s Estate; or Sponsor, (iii) a any person that at the time of the applicable Transfer made in compliance with is, or immediately prior to the federal securities laws to Effective Time was, an Employee’s Trustofficer or director of NGA, (iv) any Related Holder of any of the foregoing, or (v) any entity that is controlled by any combination of any of the foregoing; provided, however, that it is expressly understood and agreed that if each such Employee’s Trust at any time includes any Person other than the Employee or his Relativestransferee must execute a separate signature page to this Agreement, such that it fails agreeing to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with bound by this Agreement with respect to (and solely with respect to) the Restricted Securities that are so transferred to such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership.transferee; (b) It is expressly understood and agreed that in In the event case of a Permitted Transfer Stockholder that is a natural Person, Transfers by virtue of laws of descent and distribution upon death of such Stockholder, and Transfers pursuant to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3qualified domestic relations order; and (ii) provided, however, that each such transferee shall must execute a separate signature page to this Agreement, agreeing to be bound by this Agreement with respect to (and solely with respect to) the terms Restricted Securities that are so transferred to such transferee; (c) In the case of a Stockholder that is an entity, Transfers by virtue of the laws of the jurisdiction of an entity’s organization and conditions the entity’s organizational documents upon dissolution of the entity; provided, however, that each such transferee must enter into a written agreement, in substantially the form of this Agreement and the Partnership Agreement andLetter Agreement, if requested by the General Partner, such transferee shall agree in writing agreeing to be bound by the terms and conditions of restrictions on Transfer set forth in this Agreement with respect to (and solely with respect to) the Partnership Agreement.Restricted Securities that are transferred by the Securityholder to such transferee; (cd) Notwithstanding any bona fide hypothecation or pledge of or other grant of a security interest in any Restricted Securities as security for indebtedness, and any Transfer of Restricted Securities as a result of enforcement of rights and remedies thereunder; provided, however, that (i) no public disclosure or filing with respect thereto shall be made during the Lock-up Period except to the extent required by Law, and (ii) if the transferee pursuant to any such arrangement is a person or entity to which such Restricted Securities may be Transferred pursuant to Section 3.3(a3(a), no Person may Transfer Subject Units if such Transfer has Restricted Securities shall remain subject to this Agreement notwithstanding such transfer, and such transferee must execute a separate signature page to this Agreement, agreeing to be bound by this Agreement with respect to (and solely with respect to) the Restricted Securities that are transferred by the Stockholder to such transferee; (e) any transfer to or exchange with NGA or the Company of any Restricted Securities to effectuate (i) any stock split, reverse stock split, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change (including the Merger), or (ii) the exercise or conversion of any options, warrants or other convertible securities; provided, however, that any Company Common Shares or other securities of NGA or the Company (or options, warrants or other securities that are exercisable for or convertible into Company Common Shares or other securities of NGA or the Company) that are acquired as a purpose the avoidance of result thereof shall constitute Restricted Securities and be subject to the restrictions on Transfers Transfer set forth in this Agreement to the same extent as the Restricted Securities so exchanged, exercised or converted; and (f) transactions necessary to satisfy any U.S. federal, state, or local income tax obligations of a Stockholder (or its direct or indirect owners) resulting from the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Merger.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Neither the Equity Participant nor any permitted transferee of the Equity Participant shall Transfer all or any of the following Transfers Shares to any Person except in accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained herein (each a “Permitted Transfer”) of allother than Section 3 hereof), but not less than all, the Equity Participant (and any permitted transferee of the Subject Units owned by the Employee at the time Equity Participant) may Transfer all or any portion of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: his Shares: (i) if the stockholder is a Transfer made pursuant limited partnership or a trust, to Article IV any member of the Group of which the Equity Participant (or V; such permitted transferee) is a member; provided, that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement (ii) if the stockholder is a Transfer upon corporation or a limited liability company, to any member of its Group; provided, that such transferee shall agree in writing with the death or disability Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the Employee to the Employee’s Estateprovisions of this Agreement; or (iii) a Transfer made if the stockholder is an individual, to any member of the Family of such stockholder; provided, that such new transferee shall agree in compliance writing with the federal securities Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be nontransferable; and (iv) if the transferor is a permitted transferee of the Equity Participant by will or the laws of descent and distribution, provided that each such new transferee shall be bound by all of the provisions of this Agreement to an Employee’s Trustthe same extent as if such transferee was a party hereto. (b) If requested in writing by the managing underwriters, if any, of any Initial Public Offering, the Equity Participant agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails this restriction will not apply to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this transfers permitted under Section 3.3 and, 6.1(a) provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers restriction contained in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer6.1(b).

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (ai) The Partnership Parties acknowledge Transfer (for any consideration or no consideration) by Inland or Cordish or CRC of all or any part of its LLC Interest to any 80% Owned Affiliate of the transferor Member (provided that counsel to the non-Transferring Member reasonably determines that such Transfer would not have any adverse tax effect (directly or indirectly) on the non-Transferring Member), or (ii) Transfer to any other Member. B. A permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and agree that shall have only the rights of an assignee of the transferor Member's LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than the other Member) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member's LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithconditions are satisfied: (i) a Transfer made pursuant the transferor and transferee have executed and acknowledged such instruments as the other Members may reasonably deem necessary or desirable to Article IV or Veffect such Transfer; (ii) a Transfer upon duly executed and acknowledged written instrument of transfer has been filed with the death or disability Company setting forth the intention of the Employee to transferor that the Employee’s Estate; ortransferee become a substituted Member in its place; (iii) a Transfer made in compliance with the federal securities laws transferee accepts and agrees to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than be bound by all the Employee or his Relatives, such that it fails to meet the definition provisions of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement by executing and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such delivering a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3counterpart signature page hereto; and (iiiv) each such transferee shall be bound by the terms transfer would not materially and conditions of this Agreement and adversely affect the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance treatment of the restrictions on Transfers in this Agreement Company for tax purposes under the Code or the Partnership Agreement (it being understood that tax laws of any state in which the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Company does business.

Permitted Transfers. The restrictions on transfer provided in Section 2.2 (a) The Partnership Parties acknowledge and agree that shall not be applicable to (i) any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be transfer in compliance with the Securities Act federal and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal all applicable state securities laws to an Employee’s Trust; providedAffiliate of the holder of Restricted Securities, however, that it is expressly understood and agreed that from an Affiliate of such holder to such holder or between Affiliates of such holder (if any such Employee’s Trust at any time includes any Person other than the Employee or his RelativesAffiliate to whom shares of Restricted Securities have been transferred by a holder thereof ceases to be an Affiliate of such holder of Restricted Securities, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer Restricted Securities shall no longer immediately be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units transferred back to the Employee transferor thereof), (ii) any transfer upon the death of any holder of Restricted Securities to such holder's executors, administrators or testamentary trustees or (iii) any transfer to another Person a trust the beneficiaries of which include only the holder of such Restricted Securities or such holder's spouse, parents, siblings or descendants (any transferee referred to whom in (i), (ii) or (iii) above being referred to herein as a "Permitted Transferee"); PROVIDED that no such transfer shall be made to any Permitted Transferee unless such Permitted Transferee shall have agreed in writing that such Permitted Transferee, as a Stockholder or Warrantholder (as the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andcase may be), provided further, that if and the Employee’s Trust fails to make such a Transfer within 45 days shares of first including any Person other than the Employee Common Stock or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units Warrants it acquires shall be bound by and be entitled to the Partnership. benefits of all the provisions of this Agreements applicable to Common Stock or Warrants (b) It is expressly understood as the case may be), and agreed that in the event of a upon such agreement such Permitted Transfer to a Permitted Transferee: (i) no such transferee Transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreementbenefits. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (a) The Partnership Parties acknowledge and agree that any of such Person’s Permitted Transferees, upon written notice to PubCo, or (b) (i) in the following Transfers (each a “Permitted Transfer”) case of allan individual, but not less than all, by virtue of laws of descent and distribution upon death of the Subject Units owned individual; (ii) in the case of an individual, pursuant to a qualified domestic relations order; or (iii) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (a) or (b) above, (x) the restrictions and obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares and such Transferee shall agree to be bound by such restrictions and obligations in writing and acknowledged by PubCo, and (y) the Employee Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares pursuant to this Section 4.2 shall be required, at the time of and as a condition to such Transfer shall be deemed Transfer, to be become a party to this Investor Rights Agreement by executing and delivering a joinder in compliance with the Securities Act and form attached to this Investor Rights Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in as Exhibit A, then whereupon such Transfer shall no longer Transferee will be in compliance treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Agreement and such Employee’s Trust shall Transfer all Investor Rights Agreement. Notwithstanding the foregoing provisions of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and4.2, provided further, that if the Employee’s Trust fails to a Holder may not make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units Transferee if such Transfer has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Agreement or the Partnership Investor Rights Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit provision includes prohibiting the Transfer of Subject Units to a transferee Permitted Transferee (A) that has been formed to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up Shares, or (B) followed by a change in the relationship between the transferor Holder and the transferee Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the transferor Holder has indirectly made a Transfer that of Lock-Up Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this Agreement Article IV had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of Notwithstanding anything to the contrary contained in Section 9.1, the following Transfers (each a herein, “Permitted TransferTransfers”) shall be permitted hereunder: (a) A Lease entered into in accordance with this Agreement; (b) A Permitted Encumbrance; (c) Provided no Event of allDefault shall then exist, but not less a Transfer of any direct or indirect interest in Borrower (other than alla Transfer of an SPE Party’s interest in Borrower, if applicable) related to or in connection with the estate planning of such transferor to (1) an immediate family member (i.e., a sibling, parent, spouse, child (or step-child), grandchild or other lineal descendant of the Subject Units owned by the Employee at the time related Person) of such Transfer shall be deemed interest holder (or to be in compliance with partnerships or limited liability companies Controlled solely by one or more of such family members) or (2) a trust established for the Securities Act and this Agreement and no opinion benefit of counsel shall be required in connection therewithsuch immediate family member, provided that: (i) a Transfer made pursuant Borrower shall provide to Article IV or VLender thirty (30) days prior written notice thereof; (ii) such Transfer shall not otherwise result in a Transfer upon the death change of Control of Borrower or disability change of the Employee to day-to-day management and operations of the Employee’s Estate; orProperty; (iii) each of Borrower and any SPE Party, if applicable, shall continue to be a Special Purpose Entity; (iv) if such Transfer made would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in compliance with the federal securities laws Borrower to an Employee’s Trust; providedamount which equals or exceeds twenty percent (20%) (or, however, that it to the extent such Person is expressly understood and agreed that if such Employee’s Trust at any time includes any Person domiciled in a country other than the Employee or his RelativesUnited States, ten percent (10%)), such that it fails to meet transferee shall be a Qualified Transferee; (v) intentionally omitted; and (vi) the definition conditions of “Employee’s Trust” set forth in Exhibit A, then such Transfer Section 9.4 shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to satisfied; (d) A Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person direct or indirect interest in Borrower (other than the Employee Transfer by an SPE Party of its interest in Borrower, if applicable) that occurs by devise or his Relatives, then bequest or by operation of law upon the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event death of a Permitted Transfer to a Permitted Transfereenatural person that was the holder of such interest, provided that: (i) no Borrower shall give Lender notice of such transferee shall be entitled to make any further Transfers Transfer together with copies of Subject Units Transferred to all instruments effecting such transferee except for a Transfer back to not more than thirty (30) days after the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; anddate of such Transfer; (ii) each of Borrower and any SPE Party, if applicable, shall continue to be a Special Purpose Entity; (iii) the Property shall continue to be managed by a Qualified Manager; (iv) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)), such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement.a Qualified Transferee; (cv) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has results in a change of Control of Borrower to a Person other than (A) Guarantor or Sponsor (directly or indirectly), or (B) the estate of any Guarantor (during the pendency of the settlement by the estate of such Guarantor and if such Transfer occurs as a purpose the avoidance result of the restrictions on Transfers death of Guarantor), then such Transfer must be approved by Lender, in this Agreement or accordance with the Partnership Agreement Prudent Lender Standard; (it being understood vi) intentionally omitted; and (vii) the conditions of Section 9.4 shall have been satisfied; (e) Provided that the purpose no Event of this Section 3.3(c) is to prohibit the Default shall then exist, a Transfer of Subject Units a direct or indirect limited partnership or non-managing member interests in Borrower (other than a Transfer of an SPE Party’s interest in Borrower, if applicable) shall be permitted without L▇▇▇▇▇’s consent provided that: (i) such Transfer shall not (x) cause the transferee (other than Guarantor or Sponsor), together with its Affiliates, to a transferee followed by increase its direct or indirect interest in Borrower to an amount which equals or exceeds forty-nine percent (49%), (y) result in a change in the relationship between the transferor Control of Borrower or any SPE Party; or (z) result in ACRES, together with other ACRES Affiliates and the REIT, owning in the aggregate less than a fifty-one percent (51%) indirect interest in Borrower; (ii) each of Borrower and any SPE Party, if applicable shall continue to be a Special Purpose Entity; (iii) if such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)), (x) such transferee is a Qualified Transferee and (y) Borrower shall provide to Lender thirty (30) days prior written notice thereof; (iv) after the Transfer with the result and giving effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer, Guarantor or Sponsor shall continue to control the day to day operations of Borrower and any SPE Party, if applicable, and shall continue to own at least fifty one percent (51%) of all equity interests (direct or indirect) of Borrower; (v) the Property shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to L▇▇▇▇▇; and (vi) the conditions of Section 9.4 shall have been satisfied; (f) a Transfer of direct membership interests in C▇▇▇▇▇▇ Street – ACRES FSU Student Venture, LLC (the “Joint Venture”) among the existing members of the Joint Venture as of the Closing Date, provided that (i) Lender shall receive prior written notice of such Transfer, (ii) such Transfer does not result in ACRES, together with other ACRES Affiliates and the REIT, owning in the aggregate less than a fifty-one percent (51%) indirect interest in Borrower and (iii) such Transfer shall not result in a change in Control of Borrower; (g) the removal of CSDC FSU, LLC, a Delaware limited liability company, as managing member of the Joint Venture in accordance with Section 5.2 of the Joint Venture’s operating agreement, provided that (i) the ACRES Change of Control Conditions have been satisfied in connection therewith; and (ii) the conditions of Section 9.4 have otherwise been satisfied in connection therewith; (h) the sale, transfer or issuance of shares of stock in any Restricted Party that is a publicly traded entity, provided such shares of stock are listed on the New York Stock Exchange or another nationally recognized stock exchange; (i) Transfers among ACRES, other ACRES Affiliates and the REIT, so long as (i) such Transfer does not result in ACRES, together with other ACRES Affiliates and the REIT, owning in the aggregate less than a fifty-one percent (51%) indirect interest in Borrower and (ii) the conditions of Section 9.4 have been satisfied in connection therewith; and (j) any Sale or Pledge of an Excluded Entity, provided that (i) (A) other than in connection with any transfers pursuant to Section 9.3(h) above, to the extent such Sale or Pledge results in any Person owning twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)) of the direct or indirect ownership interests in Borrower as of the Closing Date), Borrower shall deliver customary searches reasonably requested by L▇▇▇▇▇ in writing (including, but not limited to, credit, judgment, lien, litigation, bankruptcy, criminal and watch list) reasonably acceptable to Lender with respect to such Person) and (B) in connection with any transfers pursuant to Section 9.3(h) above that results in any Person owning twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)) or more of the direct or indirect ownership interests in Borrower immediately following such transfer (provided such transferee owned less than twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)) of the direct or indirect ownership interests in Borrower as of the Closing Date), Borrower shall deliver (1) written notice of same to Lender within ten (10) days of such Sale or Pledge and (2) an updated organizational chart of Borrower reflecting such ownership change and (ii) such Sale or Pledge does not result in the Guarantor no longer satisfying the Net Worth and Unencumbered Liquid Assets (as defined in the Recourse Guaranty) requirements of Section 3.6 of the Recourse Guaranty.

Permitted Transfers. Notwithstanding anything to the contrary contained in this A&R Investor Rights Agreement, during the Lock-Up Period applicable to such Person, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (i) any of such Person’s Permitted Transferees, upon written notice to PubCo or (ii) (a) The Partnership Parties acknowledge in the case of an individual, by virtue of Laws of descent and agree that any distribution upon death of the following individual; (b) in the case of an individual, pursuant to a qualified domestic relations order; or (c) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (ii)(a) or clause (ii)(b) above, (x) the restrictions and obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (y) the Transferee of such Lock-Up Shares shall have no rights under this A&R Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this A&R Investor Rights Agreement. Any Transferee of Lock-Up Shares that is a Permitted Transferee of the Transferor shall be required, at the time of and as a condition to such Transfer, to become a party to this A&R Investor Rights Agreement by executing and delivering a joinder in the form attached to this A&R Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this A&R Investor Rights Agreement; provided that the (A) restrictions on Transfers under this Article IV shall not apply to Permitted Transferees who receive Registrable Securities in connection with Transfers by private sales or Transfers made in connection with the consummation of the Business Combination, in each case by the Sponsor, at prices no greater than the price at which the securities were originally purchased, and (each a “B) the Permitted Transfer”Transferees identified in clause (A) of all, but not less than all, this proviso may elect to join this A&R Investor Rights Agreement (after giving effect to clause (A) of the Subject Units owned by the Employee this proviso) at the time of such Transfer but shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall not be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has do so as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior condition to such Transfer).

Permitted Transfers. Section 3.2(a), Section 3.2(b) and Section 3.2(c) shall not apply to any Transfer of shares of Class A Common Stock (aincluding shares of Class A Common Stock received in exchange for Holdco Units and shares of Class B Common Stock pursuant to the Holdings LLC Agreement) The Partnership Parties acknowledge and agree by ▇▇▇▇▇ or a Management Stockholder (i) to its respective Permitted Transferee or (ii) if such shares of Class A Common Stock were received pursuant to an exchange contemplated by Section 9.9(b) or Section 9.9(g) of the Holdings LLC Agreement. Each Stockholder agrees that in the event that such Stockholder Transfers, directly or indirectly, any of its Common Stock to its Permitted Transferee, such Stockholder shall, as a condition to any such Transfer, require such transferee to enter into a Joinder Agreement in the following Transfers (each a “Permitted Transfer”) of allform attached hereto as Annex A to become party to this Agreement and, but not less than allupon such entry, of the Subject Units owned by the Employee at the time of such Transfer transferee shall be deemed to be an Investor, ▇▇▇▇▇ or Management Stockholder, as applicable, for all purposes herein. If any such transferee is an individual, is married and is either a resident of a state that grants a spouse community property rights or has a spouse to whom community property or similar rights would be available, such Stockholder shall, as a condition to such Transfer, cause such transferee to deliver to the Company and the other Stockholders a duly executed copy of a Spousal Consent in compliance with the Securities Act and this Agreement and no opinion form attached hereto as Annex B. At least 15 days prior to the Transfer of counsel shall be required in connection therewith: (i) a Transfer made shares of Class A Common Stock pursuant to Article IV or V; this Section 3.2(f) (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than in the Employee case of Transfers pursuant clauses (i)(A) or his Relatives, such that it fails to meet (i)(B) of the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree ,” in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has which case as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to promptly as practicable following such Transfer), the transferor shall deliver a written notice to the Company, which notice shall disclose in reasonable detail the identity of such transferee(s). Notwithstanding the foregoing, no Stockholder hereto shall avoid the provisions of Section 3.2(a), Section 3.2(b) or Section 3.2(c) by (A) making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or (B) Transferring the securities of any entity holding (directly or indirectly) shares of Common Stock.

Permitted Transfers. Motient hereby agrees that, until it and any permitted transferees under paragraph (e) or (h) hereunder have disposed of all of the Acquired Shares, it will not, directly or indirectly, without the prior written consent of SkyTerra, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) of any Acquired Shares except: (a) The Partnership Parties acknowledge and agree that any the pro rata distribution of Common Shares by Motient to its common stockholders in the form of a special dividend as described by Section 4.8 of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateMSV Exchange Agreement; or (iiib) a Transfer made distributions of Common Shares by Motient to its preferred stockholders pursuant to the Preferred Registration Statement; (c) sales of Resale Shares pursuant to the Resale Registration Statement; or (d) sales of Resale Shares pursuant to Rule 144 under the Securities Act; or (e) sales or transfers of Resale Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Resale Shares consisting of, in compliance the aggregate, more than five percent (5%) (with each Person, other than Affiliates of the federal securities laws to an Employee’s Trusttransferring Holder, considered individually and not in the aggregate with other transferees) of the total combined voting power of all SkyTerra Common Shares then outstanding; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed hold such Resale Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Resale Shares, except in accordance with the provisions of this Section 5.1; or (f) a bona fide pledge of or the granting of a security interest in the Resale Shares or Resale Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such has received a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing Resale Shares, to be bound by the provisions of this Agreement in connection with any right it may have to dispose of any such Resale Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or (g) sales or transfers of Resale Shares pursuant to a tender or exchange offer which the Board of Directors of SkyTerra does not oppose within 10 business days after the date of commencement (as such term is defined in Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) of such offer; or (h) dispositions of Resale Shares by Motient to any wholly owned subsidiary of Motient or to a successor corporation of Motient; provided, however, that in each such case, the transferee shall receive and hold such Resale Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and conditions there shall be no further transfer of such Resale Shares for which they are exchangeable, except in accordance with the provisions of this Section 5.1; or (i) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which SkyTerra is a party or in connection with any reclassification of the Acquired Shares or the Common Shares; provided, that in the event that Motient seeks to effect a Disposition of any Resale Shares pursuant to clauses (d), (e) or (h) of this Section 5.1, (i) such Disposition is made in compliance with applicable securities laws, and (ii) prior to such Disposition, Motient shall have delivered to SkyTerra an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the Partnership MSV Exchange Agreement. , (cB) Notwithstanding does not require registration under the Securities Act, and (C) assuming the accuracy of the representations and warranties set forth in the MSV Exchange Agreement, does not cause the MSV Exchange to be required to have been registered under the Securities Act; provided, that with respect to Dispositions pursuant to Section 3.3(a5.1(d), such opinion shall only be required if requested by SkyTerra's transfer agent and in any event no Person may Transfer Subject Units if such Transfer has as a purpose opinion shall be required for Dispositions pursuant to Rule 144(k) under the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Securities Act.

Permitted Transfers. A Shareholder shall be free at any time to Transfer all or any portion of such Shareholder’s Common Shares without having to comply with the requirements of Section 3.03 or Section 3.04 hereof: (a) The Partnership Parties acknowledge and agree that in the case of the Washington Parties, to any of (i) D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, his spouse, his lineal descendants, spouses of his lineal descendants, or the estate of or any trust for the benefit of any of the following Transfers (each a “Permitted Transfer”) of allforegoing persons, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer entity all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including whose equity is owned and controlled by any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, person referenced at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership.item (i); (b) It is expressly understood and agreed that in the event case of a Permitted Transfer the Tiger Parties, to a Permitted Transferee: any of (i) no G▇▇▇▇ ▇▇▇▇ or G▇▇▇▇▇ ▇▇▇▇▇▇, (ii) the spouse, lineal descendants, and spouses of lineal descendants of either of the persons referenced at item (i), (iii) the estate of or any trust for the benefit of any of the persons referenced at items (i) and (ii), and (iv) any entity all of whose equity is owned and controlled by any of the persons referenced at items (i), (ii) and (iii); and (c) in the case of any Shareholder, to any other Shareholder. Notwithstanding the foregoing, in the case of any Transfer permitted under this Section 3.02 (other than a permitted Transfer pursuant to clause (c) of this Section 3.02), it shall be a condition to such Transfer that such transferee shall agrees, by executing a joinder agreement in substantially the form attached hereto as Exhibit A (y) to be entitled bound by this Agreement as a Shareholder with respect to make any further Transfers all of Subject Units the Common Shares Transferred to such transferee, and (z) that all of the Common Shares Transferred to such transferee except for a Transfer back remain subject to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and all of the Partnership Agreement andterms, if requested by the General Partnerconditions, such and restrictions hereof. Any transferee shall agree in writing to be bound by the terms and conditions of Common Shares of a Washington Party who joins this Agreement and pursuant to the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has prior sentence shall thereafter be treated as a purpose Washington Party, and any transferee of Common Shares of a Tiger Party who joins this Agreement pursuant to the prior sentence shall thereafter be treated as a Tiger Party. For avoidance of the restrictions on doubt, Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of permitted by this Section 3.3(c) is 3.02 shall not be subject to prohibit the Transfer provisions of Subject Units to a transferee followed by a change in the relationship between the transferor Section 3.03 and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Section 3.04.

Permitted Transfers. With respect only to the Common Shares to be acquired from BCE (which are to be issued by Motient in an unregistered transaction) (the “”BCE Shares”), each of the Holders hereby agrees that, until it has disposed of all of the BCE Shares, it will not, directly or indirectly, without the prior written consent of Motient, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) of any BCE Shares, except: (a) The Partnership Parties acknowledge and agree that any sales of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made BCE Shares pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateResale Registration Statement; or (iiib) a Transfer made sales of BCE Shares pursuant to Rule 144 under the Securities Act; or (c) sales or transfers of BCE Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in compliance the aggregate, more than five percent (5%) (with each Person, other than Affiliates of the transferring Holder, considered individually and not in the aggregate with the federal securities laws to an Employee’s Trustother transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed hold such BCE Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such BCE Shares, except in accordance with the provisions of this Section 5.1; or (d) a bona fide pledge of or the granting of a security interest in the BCE Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such has received a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing BCE Shares, to be bound by the terms and conditions provisions of this Agreement in connection with any right it may have to dispose of any such BCE Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or (e) sales or transfers of BCE Shares pursuant to a tender or exchange offer; or (f) dispositions of BCE Shares by any Holder to any wholly owned subsidiary of such Holder or to a successor corporation of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transferee shall receive and hold such BCE Shares subject to, and the Partnership transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement., which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such BCE Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which Motient is a party or in connection with any reclassification of Common Shares; or provided, that (i) in the event that any Holder seeks to effect a Disposition of any BCE Shares pursuant to clauses (b), (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose f) of this Section 3.3(c5.1, such Disposition is made in compliance with applicable securities laws, and (ii) prior to any Disposition pursuant to clause (b), if requested by Motient’s transfer agent (other than with respect to sales of BCE Shares pursuant to Rule 144(k) under the Securities Act), or in any Disposition pursuant to clauses (c) or (f), such Holder shall have delivered to Motient an opinion of counsel stating that such Disposition (A) is to prohibit the Transfer of Subject Units to a transferee followed permitted by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)and (B) does not require registration under the Securities Act.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of Notwithstanding the following Transfers foregoing limitations, each Partner shall have the right to transfer all (each a “Permitted Transfer”) of all, but not less than all, ) of its Partnership Interest in the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be Partnership as described in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and13.02 (a Partner so transferring such interest, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General "Transferring Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership"). (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: A Partner may transfer its Partnership Interest (i) no to any Affiliate of such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3Partner; and (ii) each such to any other Person approved by all of the Partners; or (iii) to any other Person in compliance with the procedure outlined in Section 13.03. (c) It shall be a condition precedent to any transfer described in this Section 13 that: (i) the transferee shall shall, by an instrument or document in form satisfactory to the Partnership and its counsel, become a party to and assume and agree to be bound by all provisions of this Agreement, including the terms provisions of this Section 13, and conditions to assume all obligations of the transferor Partner with respect to this Agreement and the Partnership Agreement and, if requested Interest being transferred; (ii) unless otherwise unanimously agreed to by the General PartnerPartners, the Partnership shall have received, prior to the transfer, an opinion of counsel acceptable to the Management Committee that such transfer will not terminate the Partnership for federal income tax purposes; (iii) such transferee shall agree pay or make satisfactory arrangements to pay, in the opinion of the Management Committee, all reasonable costs and expenses incurred by the Partnership in connection with such transfer and (iv) in the case of a transfer to a Partner's Affiliate, that the Transferring Partner advises the other Partner(s) in writing of such transfer within seven (7) days following such transfer. (d) Upon the transfer of its Partnership Interest in accordance with this Section, a Transferring Partner shall thereupon cease to be bound by a Partner and shall be relieved of liability hereunder; its transferee shall thereupon be substituted in its place hereunder, and all references herein to Partners shall include such transferee, but no such transfer shall otherwise affect the rights or obligations of any of the parties hereto. (e) The Partners intend that any transfer permitted hereby shall not result in a termination of the Partnership and, notwithstanding, any "dissolution" of the Partnership under the Act, the Partnership shall continue to hold the Partnership Assets in accordance with the terms and conditions of this Agreement and there shall be no liquidation or winding up of the Partnership Agreementhereunder. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Other than Permitted Transfers, no Transfer will be permitted prior to Completion of Construction of the Project without the written Approval of the City Manager. (b) Each of the following Transfers shall be permitted hereunder without the City’s Approval (each a “Permitted TransferTransfers”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith:): (i) a Transfer made pursuant prior to Article IV the Completion of Construction of a direct or Vindirect interest in Developer, provided that (i) there is no change of Control of the Developer as it exists on the Effective Date as a result of such Transfer, (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (a) holds, directly or indirectly, not less than ten percent (10%) of the ownership interests of Developer, (b) serves, directly or indirectly, as a manager of the Developer, and (c) exercises, directly or indirectly, day-to-day operational control over the Developer (clause (ii)(a), (ii)(b) and (ii)(c), collectively, the “Ownership and Control Requirement”) (iii) such transferee satisfies the “Acceptable Owner Criteria” set forth on Exhibit “A” attached hereto, if such transferee is a Proposed Major Transferee (iv) the City is given written notice thereof together with true and correct copies of the applicable information required under Exhibit “A” attached hereto and in accordance with the time frames set forth on Exhibit “A” attached hereto in order for City Manager to confirm that the transferee is an Acceptable Owner, if such transferee is a Proposed Major Transferee; (v) no Event of Default has occurred and is continuing and (vi) all of the conditions precedent to the effectiveness of such Transfer as set forth in Section 5.5 hereof are satisfied; (ii) a one-time Transfer constituting an assignment by Residential Developer of its interest in this Agreement and/or by Commercial Developer of its interests in this Agreement, each to a new special purpose entity having the same legal and beneficial ownership as Residential Developer or Commercial Developer, as applicable, immediately prior to such Transfer (subject only to Permitted Transfers in accordance with clause (i) above and at all times subject to the Ownership and Control Requirement), to the extent required by a Construction Lender or Mezzanine Lender as a condition to such financing and provided that such Transfer shall occur only once during the Term by each of Residential Developer and Commercial Developer; (iii) Any Transfer, if in accordance with the terms and conditions of Article VI, by the First Mortgagee, to an agent, designee or nominee of the First Mortgagee that is wholly owned or Controlled by such First Mortgagee, and any Transfer, if in accordance with the terms and conditions of Article VI, by the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to an agent, designee or nominee of the Mezzanine Lender that is wholly owned or Controlled by such Mezzanine Lender; (iv) Any Transfer directly resulting from the foreclosure of a First Mortgage or the granting of a deed in lieu of foreclosure of a First Mortgage or any Transfer made to the purchaser at foreclosure of a First Mortgage or to the grantee of a deed in lieu of foreclosure of a First Mortgage (if such purchaser or grantee is a nominee in interest of the First Mortgagee), and provided further that such Transfer, purchase or grant is in accordance with the terms and conditions of Article VI; (v) Any Transfer directly resulting from a conveyance to a First Mortgagee of Developer’s interest provided it is in accordance with the terms and conditions of Article VI and any Transfer directly resulting from a conveyance to a Mezzanine Lender of direct and/or indirect interests in Developer provided it is in accordance with the terms and conditions of Article VI; (vi) Any Transfer directly resulting from the foreclosure by the Mezzanine Lender of a pledge of direct and/or indirect ownership interests of Developer or any Transfer made to the purchaser at a foreclosure of such pledge of direct and/or indirect ownership interests of Developer (if such purchaser is a nominee in interest of the Mezzanine Lender), or any assignment in lieu of such foreclosure, provided that such Transfer is in accordance with the terms and conditions of Article VI; (vii) Any Transfer that occurs by inheritance, devise, bequest or by operation of law upon the death of a natural person who is the owner of a direct or disability indirect ownership interest in Developer, provided that, in each case, at all times after such Transfer, the transferor, or in the case of death, the Person who inherits transferor’s interest, retains Control of the Employee transferred interest; (viii) Any Transfer to a trust, partnership or other entity for family estate planning purposes, provided that, in each case, at all times after such Transfer, the Employee’s Estatetransferor retains Control of the transferred interest; or (iiiix) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at After any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee:First Mortgagee or Mezzanine Lender or agent, designee or nominee thereof (but not after a Transfer to any other Person pursuant to a foreclosure of a First Mortgage or Mezzanine Loan) under Sections 5.3(b)(iii) – (vi), a Transfer by such First Mortgagee, Mezzanine Lender or agent, designee or nominee thereof (A) to an Affiliate of the transferor or (B) among direct or indirect owners of such transferor, provided that, in each case, there is no change in Control of the Developer as a result of such Transfer and at all times after such Transfer, such transferee is an Acceptable Owner; or (ix) no such transferee After an initial Transfer to any entity that is listed on any national securities exchange (which shall be entitled limited to make the Permitted Transfers or other Approval provisions herein, as applicable), any Transfer of direct or indirect interests in Developer through an entity that is listed on any national securities exchange. Notwithstanding anything in this Article V or in this Agreement to the contrary: (y) the restrictions, limitations and prohibitions contained in this Article V shall automatically terminate, extinguish and be of no further force or effect with respect to the Commercial Retail Project, the Park Project and the direct and indirect interests in Commercial Retail Developer upon the triggering of the Commercial Release Date and following the Commercial Release Date, Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee Commercial Retail Project shall be bound governed by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, Master Sublease (provided that such transferee shall agree in writing to be bound by the terms and conditions conform in all material respects to this Article V and/or corresponding provisions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(aMarina Lease), until the Master Sublease terminates or expires, and thereafter, the Marina Lease; and (z) the restrictions, limitations and prohibitions contained in this Article V shall automatically fully terminate, extinguish and be of no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance further force or effect immediately upon Completion of Construction of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Project.

Permitted Transfers. (aThe restrictions set forth in Section 4(a), Section 4(b) The Partnership Parties acknowledge and agree that Section 4(c) above shall not apply with respect to any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required made in connection therewithwith an Approved Company Sale (as defined in Section 5 hereof) or: (i) in the case of a Member that is an individual, a Transfer made of Member Shares pursuant to Article IV applicable laws of descent and distribution or Vamong such individual’s Family Group, which shall include trusts formed exclusively for estate planning purposes for the benefit of one or more of the foregoing, and in each case so long as such Member Shares are “vested”; (ii) in the case of any other Member, a Transfer upon the death of Member Shares to an Affiliate of that Member or disability an employee of the Employee to the Employee’s Estate; orthat Member or an employee of an Affiliate of that Member; (iii) in the case of any Management Investor who ceases to be employed by the Company or its Subsidiaries, solely with respect to “vested” Series B Shares, a Transfer made of Member Shares to the Company or ABRY Investors pursuant to the applicable Incentive Share Purchase Agreement; (iv) in compliance the case of any Mezzanine Investor, solely with respect to Series C Shares, a Transfer of Member Shares to the federal securities laws transferee of a bona fide Transfer of Senior Preferred Shares held by such Mezzanine Investor (or to an EmployeeAffiliate of such transferee); (v) in the case of any Member, a Transfer of Member Shares to any Person that is approved by the majority of the votes of the Company’s TrustDirectors that are not designees of such Member (or, in the case where such Member does not have the ability to independently designate a Director pursuant to Article 2 hereof, the majority of the votes of the Company’s Directors that are not designees of such Member’s applicable group of Members); (vi) in the ease of any New Mezzanine Investor, a Transfer of Member Shares to any Permitted New Mezzanine Investor (or to an Affiliate of a Permitted New Mezzanine Investor); (vii) in the case of PennantPark, a pledge of its Member Shares to PennantPark Lender pursuant to the PennantPark Credit Agreement; provided, however, that it is expressly understood in the event of a subsequent Transfer of such Member Shares by PennantPark to PennantPark Lender upon foreclosure by PennantPark Lender or otherwise, (A) prior to making such Transfer, the Company and agreed that the ABRY Investors shall be entitled to repurchase such Member Shares at a purchase price equal to the Fair Market Value (as defined in the LLC Agreement) of such Member Shares (determined as of the date of such Transfer to PennantPark Lender) and (B) if neither the Company nor any ABRY Investor elects to repurchase such Employee’s Trust at any time includes any Person other than Member Shares pursuant to foregoing clause (A) on or prior to the Employee or his Relatives, 30th day after receipt of written notice by PennantPark of its intention to Transfer such that it fails Member Shares to meet the definition of “Employee’s Trust” set forth in Exhibit APennantPark Lender, then such Transfer shall no longer be permitted so long as such Transfer complies with the final paragraph of this Section 4(d); and (viii) in compliance with this Agreement and such Employee’s Trust shall Transfer all the case of such Subject Units back ARCC, a pledge of its Member Shares to ARCC Lender pursuant to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andARCC Credit Agreement; provided, provided furtherhowever, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a subsequent Transfer of such Member Shares by ARCC to ARCC Lender upon foreclosure by ARCC Lender or otherwise, (A) prior to making such Transfer, the Company and the ABRY Investors shall be entitled to repurchase such Member Shares at a purchase price equal to the Fair Market Value (as defined in the LLC Agreement) of such Member Shares (determined as of the date of such Transfer to ARCC Lender) and (B) if neither the Company nor any ABRY Investor elects to repurchase such Member Shares pursuant to foregoing clause (A) on or prior to the 30th day after receipt of written notice by ARCC of its intention to Transfer such Member Shares to ARCC Lender, then such Transfer shall be permitted so long as such Transfer complies with the following paragraph. Transferees described in clauses (i) through (viii) above shall be such Member’s “Permitted Transferees”. Notwithstanding anything to the contrary contained herein, in the case of any Transfer to a Permitted Transferee: (i) no such transferee , the restrictions contained in this Section 4 shall continue to be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back applicable to the Employee or to another Person to whom Member Shares after any such Transfer and provided further that the Employee would Transferee(s) of such Member Shares shall have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree agreed in writing to be bound by the terms and conditions provisions of this Agreement affecting the Member Shares so Transferred and the Partnership Agreement. (c) holder thereof. Notwithstanding Section 3.3(a)the foregoing, no Person may Transfer Subject Units if such Transfer has as a purpose party hereto shall avoid the avoidance provisions of the restrictions on Transfers in this Agreement by making one or the Partnership Agreement (it being understood that the purpose more Transfers to one or more Permitted Transferees and then disposing of this Section 3.3(c) is to prohibit the Transfer all or any portion of Subject Units to a transferee followed by a change such party’s interest in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had any such change in such relationship occurred prior to such Transfer)Permitted Transferee.

Permitted Transfers. (a) The Partnership Parties acknowledge Subject to the conditions and agree that restrictions set forth in Section 9.3 hereof, a Member may at any of the following Transfers (each a “Permitted Transfer”) of time Transfer all, but not less than all, of its Interest to (a) any other Member or wholly-owned Affiliate of another Member, (b) any wholly-owned Affiliate of the Subject Units owned by transferor (or of the Employee at Original Berkshire Member or the time Original Leucadia Member), or (c) any other Person, subject to receipt, in the case of clause (c), of the prior written consent of the other Members in their absolute discretion if the Senior Loan has not then been paid in full (any such Transfer shall be deemed pursuant to be clauses (a), (b) or (c) being referred to in compliance with the Securities Act and this Agreement and no opinion as a "Permitted Transfer"). Notwithstanding the foregoing, B-Sub or ------------------ L-Sub may transfer less than all of counsel shall be required in connection therewith: its Interests to one or more wholly-owned Affiliates (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability wholly-owned Affiliates of the Employee to Original Berkshire Member, in the Employee’s Estate; or case of B-Sub, or of the Original Leucadia Member, in the case of L-Sub) (iii) a Transfer made in compliance with the federal securities laws to each, an Employee’s Trust"Affiliated Member"); provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relativesfor purposes hereof, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of a ----------------- -------- ------- Member's Affiliated Members shall be deemed to constitute one and the same Member and any action or consent required hereunder with respect to B-Sub's or L-Sub's Affiliated Members shall be given solely through the action or consent of B-Sub or L-Sub, as agent for all B-Sub or L-Sub Affiliated Members, as applicable. Any distribution or allocation to be made hereunder shall be made as if neither B-Sub nor L-Sub had any Affiliated Members, shall be made as B-Sub or L-Sub directs to one Member as agent for all B-Sub or L-Sub Affiliated Members, as applicable, and thereafter B-Sub or L-Sub, as applicable, shall be responsible for apportioning such Subject Units back distribution among their respective Affiliated Members, if any, according to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted their respective Interests. A Transfer to a Permitted Transferee: (i) no such transferee an Affiliated Member shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between not relieve the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)of its obligations hereunder.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be Anything contained in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith:to the contrary notwithstanding (except subsection (f) below, to which this subsection (c) is subject): (i) a Units may be Transferred with the prior approval of the Board of Directors of the Managing General Partner, and the Units so Transferred shall be subject to all restrictions on Transfer made pursuant to Article IV and all other agreements, provisions, terms and conditions which are contained in this Agreement, unless the Board of Directors of the Managing General Partner shall impose additional restrictions on such Units or V;waive any existing restrictions on such Units. (ii) Units may be Transferred (A) by a Transfer upon the death Partner or disability his Permitted Transferee to any member of the Employee said Partner’s Family; (B) by a Permitted Transferee to a Partner who Transferred such Units to said Permitted Transferee; (C) to the Employeepersonal representative of a Partner or Permitted Transferee who is deceased or adjudicated incompetent; (D) by the personal representative of a Partner or his Permitted Transferee who is deceased or adjudicated incompetent to any member of said Partner’s EstateFamily; or or (iiiE) upon termination of a Transfer made trust which is a Permitted Transferee, by the trustee of such trust to the person or persons who, in compliance accordance with the federal securities laws provisions of said trust, are entitled to an Employee’s Trust; receive the Units held in trust, provided, however, that it any Transfer of Units to a spouse in contemplation of, or in connection with, a divorce settlement shall not be a Permitted Transfer for purposes of this Agreement. Notice of a Transfer proposed to be made under this Section 19(c)(ii) shall be given by the transferor to the Partnership at least fifteen (15) days prior to the proposed Transfer so that a determination can be made as to whether the requirements of subsection (g) below will be satisfied. (iii) Units may be transferred by a Partner to the Partnership’s institutional lenders for collateral security purposes, and by the Partnership’s lender in foreclosure of its security interest in such Units; (iv) a Partner which is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than a corporation or partnership may transfer Units to its stockholders or partners, as the Employee or his Relativescase may be, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of stockholders or partners, as the case may be, may transfer such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that ultimate holders of equity interest in such stockholders or partners, as the event of a Permitted Transfer case may be, or to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except liquidating trust for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreementtheir benefit. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of A Venturer shall be entitled to make the following Transfers of its Interest (each a “"Permitted Transfer”") of all, but not less than all, without the approval of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: other Venturer: (i) a Transfer made pursuant pledge or encumbrance of its Interest in favor of one or more commercial banks or other institutional lenders to Article IV secure a loan provided by such lender(s) to such Venturer or V; its Affiliates, provided that a foreclosure upon such pledge or encumbrance shall not be a Permitted Transfer; (ii) a Transfer upon the death or disability of the Employee its Interest to an Affiliate of such Venturer, subject to the Employee’s Estateprovisions of Section 11.3; or (iii) a Transfer made in compliance with the federal securities laws of its Interest to an Employee’s TrustMR Sub or ▇▇▇▇ Sub; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition (iv) a Transfer of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back its Interest pursuant to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days right of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf refusal provisions of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the PartnershipSection 11.4. (b) It Except with respect to Permitted Transfers described in clause (ii), (iii) or (iv) of Section 11.2(a), a transferee of an Interest in the Joint Venture shall be admitted as a Venturer only upon the agreement of each Venturer. The rights of a transferee who is expressly understood not admitted as a Venturer shall be limited to the right to receive allocations and agreed distributions from the Joint Venture with respect to the Interest transferred, as provided in this Agreement. A transferee that is not admitted as a Venturer shall not be a Venturer with respect to such Interest, and without limiting the foregoing, shall not have the right to inspect the Joint Venture's books or assets, grant or withhold approvals, act for or bind the Joint Venture or otherwise participate in its operations. (c) The Venturers intend that a Permitted Transfer shall not cause the dissolution of the Joint Venture under the Act. However, if a court of competent jurisdiction determines that a dissolution has occurred, the Venturers shall continue to hold the Joint Venture's assets and operate its business in joint venture form pursuant to this Agreement as if no such dissolution had occurred. (d) In the event of a Permitted Transfer, the Venturer making the Transfer shall notify the other Venturer of the Transfer and shall furnish the Joint Venture with the transferee's taxpayer identification number and sufficient information to determine the transferee's Interest and tax basis in the Joint Venture and any other information reasonably necessary to permit the Joint Venture to file all required tax returns. All Transfers shall be by instrument in form and substance reasonably satisfactory to counsel for the Joint Venture and shall contain an agreement of the transferee to accept the Transfer and to accept and adopt all of the applicable provisions of this Agreement. The Venturer making a Permitted Transferee: (i) no Transfer shall execute, acknowledge and deliver all such transferee documents and instruments, in form and substance reasonably satisfactory to counsel for the Joint Venture, as may be necessary or desirable to effectuate such Transfer, and shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound pay all costs and expenses incurred by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, Joint Venture in connection with such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership AgreementTransfer. (ce) Notwithstanding Section 3.3(a)anything to the contrary in this Agreement, no Person may Venturer shall be permitted to Transfer Subject Units if its Interest or any portion thereof to the extent such Transfer has would be in violation of applicable law (including without limitation securities laws and regulations and the New Jersey Casino Control Act) or would cause a default under any agreement or instrument to which the Joint Venture is a party or by which it is bound. Without limiting the foregoing, at such time as the Joint Venture is a purpose the avoidance of the restrictions on Transfers in this Agreement casino licensee or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the an applicant for a casino license, no Transfer of Subject Units to a transferee followed Interest or any portion thereof shall be valid or effective unless such transfer is first approved by a change the New Jersey Casino Control Commission as provided in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such TransferN.J.S.A. 5:12-82(d)(7).

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (ai) The Partnership Parties acknowledge Transfer (for any consideration or no consideration) by Inland of all or any part of its LLC Interest to any 80% Owned Affiliate of Inland Parent, (ii) Transfer to any other Member and agree (iii) Transfer by a Member to the immediately family members of such Member. B. Subject to the provisions of Section 8.2.D hereof, a permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member’s LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than one of the other Members) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member’s LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithconditions are satisfied: (i) a Transfer made pursuant the transferor and transferee have executed and acknowledged such instruments as the Manager may reasonably deem necessary or desirable to Article IV or Veffect such Transfer; (ii) a Transfer upon duly executed and acknowledged written instrument of transfer has been filed with the death or disability Company setting forth the intention of the Employee to transferor that the Employee’s Estate; ortransferee become a substituted Member in its place; (iii) a Transfer made in compliance with the federal securities laws transferee accepts and agrees to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than be bound by all the Employee or his Relatives, such that it fails to meet the definition provisions of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement by executing and such Employee’s Trust shall Transfer all of such Subject Units back to delivering a counterpart signature page hereto; (iv) the Employee or to another Person to whom transfer would not materially and adversely affect the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf treatment of the Partnership, may, at its option, cause Company for tax purposes under the Employee’s Trust to forfeit such Subject Units to Code or the Partnership. (b) It is expressly understood and agreed that tax laws of any state in which the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3Company does business; and (iiv) each such the transferee demonstrates and agrees, to the satisfaction of the Manager determined in its sole and absolute discretion, that it has complied and shall comply with the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the USA Patriot Act), as amended from time to time. D. Notwithstanding the provisions of Section 8.1 hereof to the contrary, the Initial Investor shall be bound permitted, without the consent of the Manager or the other Member, to make a one-time Transfer of its Investor LLC Interest to the members of the Initial Investor identified on Schedule B-1. Immediately following the Transfer permitted under the preceding sentence, the Initial Capital Contribution, Invested Capital, Unpaid Investor Preferred Return and Capital Account of the Initial Investor shall be divided among each of such members, as applicable, in accordance with the manner provided to the Manager by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred Initial Investor prior to such Transfer), the Initial Investor shall resign and withdraw as a Member of the Company and each of such members shall be admitted to the Company as an “Investor” for all purposes of this Agreement.

Permitted Transfers. Notwithstanding anything to the contrary contained herein, the following transfers shall be permitted hereunder (a) The Partnership Parties acknowledge and agree that the transferees hereinafter referred to as "PERMITTED TRANSFEREES"): 1. the transfer of all or any portion of the following Transfers (each a “Permitted Transfer”) of allPartnership Interest owned by Sonesta to any person who, but not less than all, as of the Subject Units date of execution of this Agreement, is an Affiliate of Sonesta, provided that in all events the ▇▇▇▇▇▇▇▇▇ Family (or such Person acceptable to the Fortune GP) shall continue to have full authority and control to act for and bind the aggregate interests of Sonesta; 2. the transfer of all or any portion of the Partnership Interest owned by the Employee at Fortune LP to any person who, as of the time date of such Transfer execution of this Agreement, is a beneficial owner of an interest in Fortune GP or Fortune LP, provided that in all events ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ continues to have full authority and control to act for and bind the aggregate interests of the Fortune Partners and each separate transfer of a greater than ten percent (10%) interest in either Fortune GP or Fortune LP to any person other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or his immediate family shall be deemed subject to prior notice and consent of Sonesta, such consent not to be in compliance unreasonably withheld, conditioned or delayed; and further provided with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: respect to clauses (i) a Transfer made pursuant to Article IV or V; and (ii) above (A) such Transfer does not result in material adverse tax consequences to any Partner resulting from a Transfer upon the death or disability termination of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Partnership under Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf 708 of the PartnershipCode, may, at its option, cause (B) the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree assignee agrees in writing to be bound by the terms and conditions of this Agreement Agreement, and (C) the transferee satisfies any conditions necessary to comply with the Federal securities laws, as determined by counsel selected by the General Partner, (D) the aggregate interests of the Partner and its Permitted Transferee shall be represented by the assigning Partner who shall have full authority and control to act for and bind the aggregate interests of the Partner and its Permitted Transferee for all matters affecting the Partnership, (E) the Permitted Transferee is a "United States Person" as defined in the Code, (F) the Transfer is not prohibited by any institutional lender to the Partnership Agreement. and does not give rise to any acceleration of payments or payments of any material additional amounts under any financing documents and (cG) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or transferee provides the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result representations, warranties and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change covenants contained in such relationship occurred prior to such Transfer).EXHIBIT L.

Permitted Transfers. (a) The Partnership Parties acknowledge Subject to the provisions of Section 10.07, the CLI Member may, from time-to-time and agree that any in its sole discretion, without the consent of the following Transfers ▇▇▇▇/SLG Member, sell or assign its Interests in whole or in part to any wholly owned and controlled Affiliate of CLI; provided such transferee agrees to be bound by all the terms, conditions and provisions of this Agreement (each a “Permitted Transfer”) including the provisions of allthis Article X). In connection with the foregoing, but not less than all, the CLI Member shall have the absolute right to assign to such Person the right to appoint one or more of the Subject Units owned three Executive Committee members the CLI Member is entitled to appoint pursuant to the terms of Section 7.02 hereof. In addition, the CLI Member shall have the right to pledge or encumber its Interest with equity based financing from an institutional lender in an amount of up to 50% of its Adjusted Capital Account Balance. Furthermore, CLI may consummate a merger, consolidation or other business combination transaction with a third party, provided that, following any such merger, consolidation or other business combination transaction with a third party, the Management Agreement shall be amended, if so requested by the Employee at ▇▇▇▇/SLG Member, to reflect such agreed-upon terms and standards as the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the PartnershipMembers agree. (b) It is expressly understood Subject to the provisions of Section 10.07, the ▇▇▇▇/SLG Member may, from time-to-time and agreed that in its sole discretion, without the event consent of a Permitted Transfer the CLI Member, sell or assign its Interest in whole or in part to a Permitted Transferee: (i) no any wholly-owned and controlled Affiliate of ▇▇▇▇/SLG, provided such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing agrees to be bound by all the terms terms, conditions and conditions provisions of this Agreement and (including the Partnership Agreementprovisions of this Article X. In connection with the foregoing, the ▇▇▇▇/SLG Member shall have the absolute right to assign to such Person the right to appoint one or more of the three Executive Committee members the ▇▇▇▇/SLG Member is entitled to appoint pursuant to the terms of Section 7.02 hereof. In addition, the ▇▇▇▇/SLG Member shall have the right to pledge or encumber its Interest with equity based financing from an institutional lender in an amount of up to 50% of its Adjusted Capital Account Balance. (c) Notwithstanding Section 3.3(a), no Person may Any permitted Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement pursuant to subsection (a) or the Partnership Agreement subsection (it being understood that the purpose of this Section 3.3(cb) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between above shall not relieve the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred of any of its obligations prior to such Transfer. Subject to Sections 10.03 and 10.04, any transferee pursuant to this Section 10.02 shall become a substitute Member of the Company and each Member and its permitted transferee(s) shall be treated as one Member for all purposes of this Agreement. Except as set forth in the last sentence of Section 10.02(b) hereof, the provisions of this Section 10.02 will not apply to or be deemed to authorize or permit any collateral transfer of, or grant of a security interest in, a Member’s interest in the Company, or in any Company property (which transfer or grant shall be subject to the other provisions of this Agreement). (d) Notwithstanding the foregoing (including Section 10.01(a)), but subject to the provisions of Sections 10.02(c), 10.02(e), 10.03, 10.05, 10.06 and 10.07 hereof, from and after the earlier of the second anniversary of the formation of the Company or the termination of the Company pursuant to Article XII, the CLI Member may Transfer all or any part of its Interest to any Purchaser, without the prior written consent of the ▇▇▇▇/SLG Member, provided such transferee agrees to be bound by all of the terms, conditions and provisions of this Agreement, including the provisions of this Article X). Notwithstanding the foregoing, in no event shall the CLI Member sell or assign its Interest in whole or in part to either Reckson Associates, a Maryland corporation, Vornado Realty Trust, a Maryland corporation or any of their respective Affiliates, unless, in connection with such a Transfer, the SLG/Green Member shall have exercised its Tag-Along Right in accordance with the provisions of Section 10.05. (i) If the CLI Member desires to Transfer all or a part of its Interest (the “Target Interest”) to a Purchaser in accordance with Section 10.02(d) upon terms proposed by such Purchaser and which the CLI Member is in good faith willing to accept (“Acceptable Transfer Terms”), the CLI Member shall deliver to the ▇▇▇▇/SLG Member notice of the terms of such Acceptable Transfer Terms (“Transfer ROFO Notice”), including the identification of the proposed transferee, the proposed consideration, other economic terms and conditions and all other material terms and conditions of such Acceptable Transfer Terms (including, without limitation, whether the CLI Member will be released from any existing guaranties or receive an indemnity from a Person with creditworthiness satisfactory to the CLI Member in lieu thereof). At any time within 30 calendar days after the date the ▇▇▇▇/SLG Member receives the Transfer ROFO Notice (the “Transfer Response Period”), the ▇▇▇▇/SLG Member shall have the right, exercisable by delivery of notice in writing (the “Transfer Election”) to the CLI Member, to: (A) approve the Acceptable Transfer Terms and authorize the CLI Member to sell or dispose of the Target Interest to the named proposed transferee in accordance with the Acceptable Transfer Terms and such other terms and conditions as determined appropriate in the reasonable discretion of the CLI Member; or (B) to the extent the provisions of Section 10.05 hereof are applicable, approve the Acceptable Transfer Terms and authorize the CLI Member to sell or dispose of the Target Interest of the CLI Member and the ▇▇▇▇/SLG Member’s Interest in accordance with such Acceptable Transfer Terms as set forth in Section 10.05 hereof; or (C) elect to purchase all of the Target Interest for a cash purchase price equal to 95% of the consideration set forth in the Acceptable Transfer Terms (including any assumption of debt, if applicable) and subject to no other terms and conditions. (ii) Any election pursuant to subparagraph (C) of Section 10.02(e)(i) above shall be made by (1) delivering to the CLI Member the Transfer Election, which shall affirmatively state that the ▇▇▇▇/SLG Member is exercising such option, and (2) depositing in an escrow account at a title insurance company or attorney selected by the CLI Member (the “Transfer Escrow Agent”), a deposit equal to 5% of the purchase price specified in subparagraph (C) of Section 10.02(e)(i) (the “Transfer Escrow Deposit”). In the event of a purchase pursuant to subparagraph (C) of Section 10.02(e)(i) above, on the later of the closing date set forth in the applicable Acceptable Transfer Terms or within 30 calendar days of the date of the ▇▇▇▇/SLG Member’s election to purchase (pursuant to subparagraph (C) of Section 10.02(e)(i) above), the ▇▇▇▇/SLG Member and the CLI Member shall close the purchase of the Target Interest and the CLI Member shall assign the Target Interest to the ▇▇▇▇/SLG Member or to a designee of the ▇▇▇▇/SLG Member (pursuant to such documentation as shall be reasonably required by the ▇▇▇▇/SLG Member), against receipt of payment of the cash portion of the purchase price and assumption of any debt as aforesaid free and clear of all liens and other encumbrances. All closings of any purchase and sale under this Section 10.02(e) will be held at the Company’s principal office and will take place no later than the closing date set forth in the applicable Acceptable Transfer Terms. (iii) If during the Transfer Response Period, the ▇▇▇▇/SLG Member neither (A) authorizes the CLI Member to sell the applicable Target Interest as provided in Section 10.02(e)(i)(A) or (B) above or (B) elects to purchase the Target Interest of the CLI Member by following the procedures in Section 10.02(e)(i)(C) above, then the ▇▇▇▇/SLG Member shall be deemed to have authorized and approved a Transfer of the Target Interest pursuant to Section 10.02(e)(i)(A) hereof, for a purchase price not less than the purchase price set forth in the Acceptable Transfer Terms, and otherwise pursuant to such other terms, conditions and provisions as are determined appropriate in the reasonable discretion of the CLI Member. If the ▇▇▇▇/SLG Member shall have elected or have been deemed to have elected to authorize the CLI Member to sell the applicable Target Interest as provided in Section 10.02(e)(i)(A), the CLI Member shall enter into a binding contract for the Transfer of the Target Interest within 30 calendar days after the date on which the ▇▇▇▇/SLG Member authorized or was deemed to have authorized such Transfer, and such Transfer must be consummated within 60 calendar days after the date on which the ▇▇▇▇/SLG Member authorized or was deemed to have authorized such Transfer. The failure of the CLI Member to enter into such binding contract within the 30-day period referred to in the immediately preceding sentence or the failure of such Transfer to occur within the 60-day period referred to in the immediately preceding sentence shall require the CLI Member to again deliver to the ▇▇▇▇/SLG Member an additional Transfer ROFO Notice and to again follow the procedures set forth in this Section 10.02(e) hereof in order to Transfer all or part of its Interests. (iv) In the event the ▇▇▇▇/SLG Member should default in its obligation to purchase any Target Interest pursuant to the terms of this Section 10.02(e), the following shall be the sole and exclusive remedy for such default: (A) The ▇▇▇▇/SLG Member shall cease to have any rights of first offer or Tag-Along Rights pursuant to the provisions of both Section 10.02(e) and Section

Permitted Transfers. Each of the Holders hereby agrees that, until it and any permitted transferees under paragraph (c) or (f) hereunder have disposed of all of the Acquired Shares, it will not, directly or indirectly, without the prior written consent of SkyTerra, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) of any Acquired Shares except: (a) The Partnership Parties acknowledge and agree that any sales of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made Acquired Shares pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateResale Registration Statement; or (iiib) a Transfer made sales of Acquired Shares pursuant to Rule 144 under the Securities Act; or (c) sales or transfers of Acquired Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in compliance the aggregate, more than ten percent (10%) (with each Person, other than Affiliates of the federal securities laws to an Employee’s Trusttransferring Holder, considered individually and not in the aggregate with other transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (d) a bona fide pledge of or the granting of a security interest in the Acquired Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such has received a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing Acquired Shares, to be bound by the terms and conditions provisions of this Agreement in connection with any right it may have to dispose of any such Acquired Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or (e) sales or transfers of Acquired Shares pursuant to a tender or exchange offer; or (f) dispositions of Acquired Shares (i) by BCE or any subsidiary of BCE to any subsidiary of BCE or to a successor corporation of BCE or (ii) by any Holder whos is not BCE or a subsidiary of BCE to any subsidiary of such Holder or to a successor of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the Partnership transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement., which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which SkyTerra is a party or in connection with any reclassification of the Acquired Shares; provided, that in the event that any Holder seeks to effect a Disposition of any Acquired Shares pursuant to clauses (b), (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose f) of this Section 3.3(c5.1, (i) such Disposition is to prohibit the Transfer of Subject Units to a transferee followed by a change made in the relationship between the transferor compliance with applicable securities laws, and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred (ii) prior to such TransferDisposition, BCE shall have delivered to SkyTerra an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and (B) does not require registration under the Securities Act; provided, that with respect to Dispositions pursuant to Section 5.1(b) or (f), such opinion shall only be required if requested by SkyTerra’s transfer agent and in any event no opinion shall be required for Dispositions pursuant to Rule 144(k) under the Securities Act.

Permitted Transfers. 4.1 Subject to Clauses 4.2, 4.3 and 4.4, during the period from the date of this Agreement to the expiry of the Cosan Call Option Exercise Period, ROSM undertakes to Shell and agrees that he shall not Transfer (including creating any Encumbrance over) any part of his direct or indirect interest in the Joint Venture and will procure that no such Transfer or Encumbrance is or will take place or be created in respect of his direct or indirect interest in the Joint Venture, other than: 4.1.1 pursuant to an intra-group transfer to an entity Controlled by ROSM; provided that ROSM shall procure that if such transferee ceases to be Controlled by ROSM, such interest shall be transferred to ROSM or another entity Controlled by ROSM; 4.1.2 to the heirs of his property or to a descendant pursuant to the applicable laws of intestate distribution by virtue of his death; 4.1.3 to a trust, corporation, partnership or limited liability company: (a) The Partnership Parties acknowledge Control of which shall at all times be held by ROSM; and (b) the entire beneficial interest of which shall be held by ROSM and/or one or more of his immediate family members, which shall include his spouse, children or grandchildren (“Family Members”), provided that, (i) at any time during the period that such trust, corporation, partnership or limited liability company holds any right, title or direct or indirect interest in the Joint Venture, no Person (other than ROSM, or ROSM and agree one or more of his Family Members) may be, or may become at any time, a beneficiary, stockholder, limited or general partner, or member thereof and (ii) ROSM retains his Controlling Interest in Cosan Limited; 4.1.4 where such Transfer would not result in a Transfer by ROSM of his Controlling Interest in Cosan Limited, Cosan and/or the Joint Venture; 4.1.5 Encumbrances over any portion of his direct or indirect interest in Cosan Limited such that, upon foreclosure or enforcement of any such Encumbrances, ROSM would still retain a Controlling Interest in the Joint Venture; and/or 4.1.6 pursuant to the exercise of the Alternative Pledge Option (as defined in the Framework Agreement); 4.1.7 by way of an enforcement of Shell's rights under the Pledge Agreement (as defined in the Framework Agreement); and 4.1.8 pursuant to the exercise of any applicable Option in accordance with the terms and conditions of the Joint Venture Agreement, (each, a " Permitted Transfer"); provided that ROSM shall retain his obligations under this Agreement, notwithstanding any such Permitted Transfer. 4.2 Other than in connection with a Permitted Transfer or in accordance with Clauses 12.4 and 12.5 of the Joint Venture Agreement, during the period from the sixth anniversary of the Closing Date to the expiry of the Cosan Call Option Exercise Period, ROSM shall not be permitted to solicit a sale of all or part of his direct or indirect interest in the Joint Venture to a Third Party and the provisions of such clauses of the Joint Venture Agreement shall be deemed to be incorporated into this Agreement and to apply equally to ROSM and Shell, mutatis mutandis, as if set out herein. 4.3 During the Qualified Lock-Up Period, ROSM shall only be permitted to Transfer his direct and/or indirect interest in the Joint Venture: 4.3.1 by way of a Permitted Transfer; or 4.3.2 to a bona fide Unsolicited Third Party Offeror. 4.4 After the expiry of the Cosan Option Exercise Period, ROSM may solicit for sale all or part of his interest in Cosan Limited, Cosan or the Joint Venture to any other person. 4.5 If ROSM receives a Third Party Offer during the Qualified Lock-Up Period, and ROSM wishes to accept such offer (except that, for the avoidance of doubt, where a Breach Notice has been served and not been resolved in accordance with the Joint Venture Agreement or an Arbitrator is considering an alleged Fundamental Breach, ROSM shall not be permitted to accept such offer), ROSM shall ensure that any of binding agreement in relation to such offer shall be conditional on: 4.5.1 ROSM delivering a Third Party Offer Notice to Shell; 4.5.2 ROSM offering Shell and Shell UK Co the following Transfers right to acquire all (each a “Permitted Transfer”) of all, but not less than all, ) of the Subject Units owned by the Employee ROSM Interest at the time same price and on the same terms as offered to ROSM by such Offeror (as specified in the applicable Third Party Offer Notice) (the "ROSM ROFR"); provided that where such third party offer is in cash and Liquid Securities, the valuation principles set out in either Clause 13.4 or 18 (Valuation and Base Value) (as applicable) of the Joint Venture Agreement shall apply; and 4.5.3 ROSM procuring that Shell is offered those rights and options as are set out in Clause 13 (Unsolicited Sale ROFR and Unsolicited Call Option) of the Joint Venture Agreement. 4.6 Shell (or, where applicable Shell UK Co) may, within 90 days of receiving a Third Party Offer Notice exercise any of those rights or options set out in clause 13 of the Joint Venture Agreement by giving notice in writing to ROSM (copied to Cosan) (an "Exercise Notice") in which case any such Transfer exercise shall be deemed to be effected in compliance with the Securities Act terms and this Agreement and no opinion of counsel conditions set forth in such Clause. 4.7 If Shell (or, where applicable Shell UK Co) has delivered an Exercise Notice pursuant to Clause 4.6: 4.7.1 it may only revoke such Exercise Notice with ROSM's prior written consent, failing which it shall be required in connection therewithirrevocable; and 4.7.2 the ROSM Completion shall occur on the later of: (ia) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability date which is 15 Business Days after receipt by ROSM of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership.Exercise Notice; (b) It is expressly understood and agreed that the date specified in the event applicable Exercise Notice; and (c) and where the ROSM Completion is subject to regulatory approval, 5 Business Days after all necessary approvals have been received, and the requirement to obtain such approval shall be subject to the Parties' obligation to use all of their respective reasonable endeavours to consummate the transaction as promptly as reasonably practicable. 4.8 If Shell (or, where applicable Shell UK Co) exercises the ROSM ROFR it shall, pay ROSM the relevant purchase price in full before 11 a.m. on the ROSM Completion Date in accordance with the payment instructions as may reasonably be provided by ROSM. 4.9 If neither Shell nor Shell UK Co serves an Exercise Notice on ROSM within 90 days of receiving a Third Party Offer Notice, ROSM may transfer the legal and beneficial title to his shares to such Third Party Offeror on the terms specified in the Third Party Offer Notice. 4.10 Whilst ROSM's shares are the subject of a Permitted Third Party Offer Notice, he may not Transfer such shares without the prior written consent of Shell, other than in accordance with the terms of this Agreement and/or the Joint Venture Agreement. 4.11 If Shell (or Shell UK Co) does not submit an Exercise Notice in accordance with Clause 4.6, Shell (or, where applicable Shell UK Co) shall be deemed not to have exercised any of the rights or options set out in Clause 13 of the Joint Venture Agreement and shall have no further rights under this Clause 4 in relation to the ROSM Interest. 4.12 Notwithstanding the other provisions of this Agreement, ROSM shall not effect any Transfer of the ROSM Interest to any Offeror unless the Offeror is a Permitted Transferee:Qualifying Offeror. (i) no such transferee 4.13 If Shell fails to make the payment to ROSM within 20 Business Days of the ROSM Completion Date at the price and on the terms determined in accordance with Clause 4.6, ROSM shall be entitled to make any further Transfers of Subject Units Transferred sell the shares to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing Third Party that were due to be bound by the terms transferred to Shell, or an Affiliate of Shell, in accordance with Clause 4.11 as if Shell had not submitted a ROSM Exercise Notice, and conditions Shell shall have no claim for damages or compensation (or otherwise) against ROSM in respect of this Agreement and the Partnership Agreementsuch shares. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Each of the Holders hereby agrees that, until it has disposed of all of the Acquired Shares, it will not, directly or indirectly, without the prior written consent of Motient, sell, distribute, transfer or otherwise dispose (in each case, a “Disposition”) of any Acquired Shares, except: (a) The Partnership Parties acknowledge and agree that any sales of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made Acquired Shares pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s EstateResale Registration Statement; or (iiib) a Transfer made sales of Acquired Shares pursuant to Rule 144 under the Securities Act; or (c) sales or transfers of Acquired Shares to any Person or group of related Persons who would immediately thereafter not own or have the right to acquire or vote with respect to Common Shares consisting of, in compliance the aggregate, more than five percent (5%) (with each Person, other than Affiliates of the transferring Holder, considered individually and not in the aggregate with the federal securities laws to an Employee’s Trustother transferees) of the total combined voting power of all Common Shares then outstanding; provided, however, that it is expressly understood in each such case, the transferee shall receive and agreed hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (d) a bona fide pledge of or the granting of a security interest in the Acquired Shares to an institutional lender for money borrowed, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such lender acknowledges in writing that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such has received a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions copy of this Agreement and agrees, upon its becoming the Partnership Agreement andowner of, if requested by the General Partneror obtaining dispositive authority with respect to or in connection with any disposition of, any such transferee shall agree in writing Acquired Shares, to be bound by the provisions of this Agreement in connection with any right it may have to dispose of any such Acquired Shares (and, upon agreeing so to be bound, the provisions of this Agreement shall inure to the benefit of such party); or (e) sales or transfers of Acquired Shares pursuant to a tender or exchange offer; or (f) dispositions of Acquired Shares by any Holder to any wholly owned subsidiary of such Holder or to a successor corporation of such Holder or to an Affiliate of such Holder; provided, however, that in each such case, the transferee shall receive and hold such Acquired Shares subject to, and the transferee and all of the transferees’ Affiliates shall agree to be bound by, all the terms of this Agreement, which terms shall also inure to the benefit of such transferees, and conditions there shall be no further transfer of such Acquired Shares, except in accordance with the provisions of this Section 5.1; or (g) dispositions pursuant to any merger, consolidation, reorganization or recapitalization to which Motient is a party or in connection with any reclassification of Common Shares; or (h) dispositions of Acquired Shares by a Fund to its beneficial owners; provided, that (i) in the event that any Holder seeks to effect a Disposition of any Acquired Shares pursuant to clauses (b), (c), (f), or (h) of this Section 5.1, such Disposition is made in compliance with applicable securities laws, and (ii) prior to any Disposition pursuant to clause (b), if requested by Motient’s transfer agent (other than with respect to sales of Acquired Shares pursuant to Rule 144(k) under the Securities Act), or in any Disposition pursuant to clauses (c), or (f), such Holder shall have delivered to Motient an opinion of counsel stating that such Disposition (A) is permitted by this Agreement and the Partnership Agreement. applicable Columbia/Spectrum Exchange Agreement and (cB) Notwithstanding does not require registration under the Securities Act. Upon a disposition of Acquired Share pursuant to Section 3.3(a)5.1(h) to its beneficial owners, no Person may Transfer Subject Units if such Transfer has as a purpose beneficial owners shall hold the avoidance Acquired Shares free of the any restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior and shall not be required to become parties to this Agreement; provided that the applicable Fund distributing the Acquired Shares shall act as a representative to such Transfer)beneficial owners receiving Acquired Shares for purposes receiving notifications pursuant to this Agreement.

Permitted Transfers. (‌ a) The Partnership Parties acknowledge and agree that any of the following Permitted Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith:mean:‌ (i) any transfer of Shares held by the Slovak Republic to a Transfer made pursuant to Article IV or V;Public Institution;‌ (ii) any transfer of Shares held by a Transfer upon the death or disability Buyer to a member of the Employee to the EmployeeBuyer’s Estate; orGroup;‌ (iii) any transfer of Shares by one Party to another Party; (iv) any transfer of ▇▇▇▇▇▇ agreed among the Parties in writing.‌ b) The provisions on pre-emptive rights pursuant to Subclauses 4.2c) to 4.2n) (inclusive) shall not apply to Permitted Transfers, provided that the provisions of Subclause 4.2l) shall apply to the Permitted Transfers referred to in Subclauses 4.3a)(ii) and 4.3a)(iv) and the provisions of Subclause 4.2k) shall apply to the Permitted Transfers referred to in Subclauses 4.3a)(i), 4.3a)(ii) and 4.3a)(iv), as though the reference to “Transfer Shares” therein were a Transfer made in compliance reference to the Shares to be transferred under the Permitted Transfer. c) If a Buyer transfers Shares to its Associate that subsequently to such transfer ceases to be an Associate of the Buyer (the “Former Associate”), then both parties to such transfer shall be obliged to ensure that a back transfer of all the Shares, originally transferred to the Former Associate, from the Former Associate to the Buyer is executed no later than within sixty (60) days after the Former Associate ceased to be an Associate of the Buyer. Along with the federal securities laws to an Employee’s Trust; providedback transfer of the Shares, however, that it is expressly understood all rights and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with obligations under this Agreement shall be‌ assigned and such Employee’s Trust shall Transfer all of such Subject Units transferred back to the Employee or Buyer to another Person to whom which assignment and transfer the Employee would have been able to Transfer Subject Units Parties hereto give their explicit advance consent. d) If the Slovak Republic transfers Shares pursuant to this Section 3.3 and, provided further, that if Subclause 4.3a)(i) the Employee’s Trust fails State Party is obliged to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood ensure that the purpose of this Section 3.3(c) is to prohibit relevant Public Institution carries out the Transfer of Subject Units to a transferee followed by a change in obligations imposed on the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted State Party under this Agreement had such change in such relationship occurred prior to such Transfer)as though it was the State Party.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with provisions of Section 9.3 below, and the federal securities laws to an Employee’s Trust; provided, however, requirement that it is expressly understood the transferee execute and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back deliver to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such Company a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units written agreement in form satisfactory to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing Company agreeing to be bound by the terms of this Agreement, the following transfers may be made without approval of the Members: (i) A Transfer during the lifetime of all or any fractional portion of an Economic Interest to a revocable trust created for the benefit of a Member or for the benefit of a Member and any combination of spouse and/or descendants (other gratuitous lifetime transfers require approval of a Majority of Members); (ii) A Transfer upon death under a will or trust or by intestacy of all or any portion of an Economic Interest to the spouse and/or lineal descendants of a Member or to trusts for their benefit; (iii) A Transfer of a Membership Interest or Economic Interest to another Member; (iv) A Transfer by ICI to one or both ICI Stockholders; or (v) A Transfer of an Economic Interest to a transferee in accordance with the requirements of subsection (b) below. (b) Before making any Transfer under subsection (a)(v) above, the transferor shall comply with the following requirements. The transferor shall give written Notice to the Company of the proposed Transfer stating the name, address and phone number of the proposed transferee, the price, if any, and all of the other terms and conditions of this Agreement and the Partnership Agreement. proposed Transfer (c) Notwithstanding Section 3.3(athe “Notice of Proposed Transfer”), no Person may Transfer Subject Units if and a copy of a written offer from the proposed transferee to purchase the Economic Interest. The Company shall have the first right to purchase the Economic Interest proposed to be transferred at the price and on the other terms and conditions stated in the Notice of Proposed Transfer. If the Members do not unanimously elect to cause the Company to purchase the entire Economic Interest proposed to be transferred, the Members (other than the transferor) shall have the right to purchase such Transfer has as a purpose the avoidance part of the restrictions Economic Interest as the Company has elected not to purchase at the price and on Transfers the other terms and conditions stated in this Agreement or the Partnership Agreement Notice of Proposed Transfer in proportion to the respective Percentage Interests of those Members who wish to participate in the purchase. The rights of the Company and/or the other Members to purchase the Economic Interest proposed to be transferred must be exercised by giving written Notice to the transferor of the election to purchase not less than the entire Economic Interest within thirty (it being understood 30) days after the Company’s receipt of the Notice of Proposed Transfer, failing which the transferor shall have the right to transfer the Economic Interest to the proposed transferee for the price and on the other terms and conditions stated in the Notice of Proposed Transfer during the ensuing sixty (60) days. The Company may require reasonable evidence that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a the proposed transferee followed was in compliance with the preceding sentence. If the Transfer is not completed within said sixty (60) day period, the procedures of this subsection (b) must be repeated. A purchase by a change in the relationship between Company or other Members shall be closed at the transferor and Company’s principal office at 10:00 a.m. on the transferee sixtieth (60th) day after the Company’s receipt of the Notice of Proposed Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)unless otherwise mutually agreed.

Permitted Transfers. (a) The Partnership Parties acknowledge Except in the case of a Transfer to an Affiliate, under Section 8.4 hereof, if a Member desires to sell all or a portion of its Member Interest and agree that any receives an offer from a bona fide purchaser to buy such Member Interest the selling Member shall first deliver to the Manager and the other Members a written offer to sell the Member Interest to the other Members. Such written sale offer (which shall be irrevocable) shall state the name and address of the following Transfers (each a “Permitted Transfer”) proposed buyer and the number and class of allMember Units proposed to be sold, but not less than allthe consideration therefor, and all of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act other terms and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability conditions of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnershipproposed sale. (b) It is expressly understood After delivery of the notice provided for in Section 8.3(a) above, the Manager shall designate the date by which Members' binding written offers, described in Section 8.3(c) hereof, to buy the Member Units being offered for sale must be delivered to the selling Member and agreed that in the event of a Permitted Transfer to a Permitted Transferee: Manager (i) no such transferee the " Commitment Date"). The Commitment Date shall be entitled to make any further Transfers no less than 45 days after the date of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreementselling Member's sale offer. (c) Notwithstanding Section 3.3(aEach Member desiring to purchase Member Units being offered for sale shall deliver to the selling Member and the Manager no later than the Commitment Date an irrevocable written offer, conditioned solely upon receipt of any applicable regulatory approvals, to purchase a specified number of such Member Units ("Purchase Number"), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance . After its receipt of the restrictions purchase offers on Transfers the Commitment Date, the Manager shall determine each purchasing Member's allocation of the Member Units being offered for sale using the procedures described under Section 3.3(d) above, except that only current Members shall be included in this Agreement or the Partnership Agreement (it being understood that the purpose determination of Pro Rata Shares under this Section 3.3(c8.3(c ) and be eligible to receive any purchase allocation of Member Units hereunder. For any sale hereunder the Manager shall designate a time and place, and the procedures and method of payment, for the closing on such sale, to occur insofar as practical on the last day of a month. (d) In the event that a selling Member is unable to prohibit sell pursuant to this Section 8.3 all of its Member Units being offered for sale, then the Transfer selling Member shall have the right to elect, instead of Subject selling to the other Members, to close on a sale of all but not less than all of such Member Units to a transferee followed by a change the bona fide purchaser referred to in Section 8.3(a) above. The selling Member shall provide notice of such an election to the relationship between the transferor Manager and the transferee after purchasing Members within five business days of the Transfer with Commitment Date, and shall close the result and effect that sale of its Member Units to the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)bona fide purchaser within six months thereof.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of A Venturer shall be entitled to make the following Transfers of its Interest (each a “"Permitted Transfer”") of all, but not less than all, without the approval of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: other Venturer: (i) a Transfer made pursuant pledge or encumbrance of its Interest in favor of one or more commercial banks or other institutional lenders to Article IV secure a loan provided by such lender(s) to such Venturer or V; its Affiliates, provided that a foreclosure upon such pledge or encumbrance shall not be a Permitted Transfer; (ii) a Transfer upon the death or disability of the Employee its Interest to an Affiliate of such Venturer, subject to the Employee’s Estateprovisions of Section 11.3; or (iii) a Transfer made in compliance with the federal securities laws of its Interest to an Employee’s TrustMR Sub or Boyd ▇▇▇; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition (iv) a Transfer of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back its Interest pursuant to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days right of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf refusal provisions of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the PartnershipSection 11.4. (b) It Except with respect to Permitted Transfers described in clause (ii), (iii) or (iv) of Section 11.2(a), a transferee of an Interest in the Joint Venture shall be admitted as a Venturer only upon the agreement of each Venturer. The rights of a transferee who is expressly understood not admitted as a Venturer shall be limited to the right to receive allocations and agreed distributions from the Joint Venture with respect to the Interest transferred, as provided in this Agreement. A transferee that is not admitted as a Venturer shall not be a Venturer with respect to such Interest, and without limiting the foregoing, shall not have the right to inspect the Joint Venture's books or assets, grant or withhold approvals, act for or bind the Joint Venture or otherwise participate in its operations. (c) The Venturers intend that a Permitted Transfer shall not cause the dissolution of the Joint Venture under the Act. However, if a court of competent jurisdiction determines that a dissolution has occurred, the Venturers shall continue to hold the Joint Venture's assets and operate its business in joint venture form pursuant to this Agreement as if no such dissolution had occurred. (d) In the event of a Permitted Transfer, the Venturer making the Transfer shall notify the other Venturer of the Transfer and shall furnish the Joint Venture with the transferee's taxpayer identification number and sufficient information to determine the transferee's Interest and tax basis in the Joint Venture and any other information reasonably necessary to permit the Joint Venture to file all required tax returns. All Transfers shall be by instrument in form and substance reasonably satisfactory to counsel for the Joint Venture and shall contain an agreement of the transferee to accept the Transfer and to accept and adopt all of the applicable provisions of this Agreement. The Venturer making a Permitted Transferee: (i) no Transfer shall execute, acknowledge and deliver all such transferee documents and instruments, in form and substance reasonably satisfactory to counsel for the Joint Venture, as may be necessary or desirable to effectuate such Transfer, and shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound pay all costs and expenses incurred by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, Joint Venture in connection with such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership AgreementTransfer. (ce) Notwithstanding Section 3.3(a)anything to the contrary in this Agreement, no Person may Venturer shall be permitted to Transfer Subject Units if its Interest or any portion thereof to the extent such Transfer has would be in violation of applicable law (including without limitation securities laws and regulations and the New Jersey Casino Control Act) or would cause a default under any agreement or instrument to which the Joint Venture is a party or by which it is bound. Without limiting the foregoing, at such time as the Joint Venture is a purpose the avoidance of the restrictions on Transfers in this Agreement casino licensee or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the an applicant for a casino license, no Transfer of Subject Units to a transferee followed Interest or any portion thereof shall be valid or effective unless such transfer is first approved by a change the New Jersey Casino Control Commission as provided in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such TransferN.J.S.A. 5:12-82(d)(7).

Permitted Transfers. ‌ (a) The Partnership Parties acknowledge restrictions specified in this Article XI (other than those contained in Sections 11.1(c)(ii), 11.1(d), 11.2(d), 11.8 and agree that the rights triggered by Section 11.5(b)) shall not apply with respect to (i) any Transfer of Interests by any Member among any of its Affiliates, (ii) any Transfer by merger, consolidation or similar business combination or through the following Transfers acquisition of substantially all of the assets and liabilities of the transferring party and (each iii) any Transfer required under, or effected to enable a Member to be in compliance with, applicable Law or the requirements of a Governmental Authority or any SRO (each, a “Permitted Transfer”, any Transferee under clause (i) or (ii), a “Permitted Transferee” and any Transferee pursuant to clause (iii), a “Required Transferee”), except for in the case of allclause (ii) any Transfer to a Person whose assets subsequent to such Transfer would be comprised principally of Interests; provided that (A) in each case such Member shall provide the Company prompt written notice of‌ any such Permitted Transfer, but not less than all(B) the restrictions contained in this Article XI shall continue to be applicable to the Interests after any such Transfer and (C) in the case of a Transfer under clause (iii), any Founding Firm that is so required to make any such Transfer shall submit the names of any potential transferees to the Board along with any information reasonably requested by the Board, and the Board shall promptly, acting reasonably and in good faith, identify which, if any, of the Subject Units owned by rights and obligations of a Founding Firm such potential transferees would have and any reasonable and conforming amendments to this Agreement that would be appropriate as a result thereof and, in the Employee at the time event one of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) transferees becomes a Transfer made Transferee pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit ATransfer, then such Transfer Transferee shall no longer be in compliance with this Agreement have the rights and such Employee’s Trust shall Transfer all obligations of such Subject Units back to a Founding Firm so determined by the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 andBoard, provided furtherthat (x) the Board shall not unreasonably withhold, that if condition or delay its consent to granting such Required Transferee the Employee’s Trust fails rights of a Founding Firm described in this Agreement, and (y) the transferring Founding Firm shall not have any obligation to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, certify on behalf of such Required Transferee or otherwise be responsible for the Partnership, may, at its option, cause the Employee’s Trust to forfeit performance of such Subject Units to the PartnershipRequired Transferee under this Agreement. (b) It is expressly understood Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and agreed that then shortly thereafter disposing of all or any portion of such party’s ownership interest in any such Permitted Transferee. (c) In the event of a Permitted Transfer to a Permitted Transferee: Specified Entity by a Founding Firm, the Board may: (i) no require any individual, alternate or observer appointed by or representing such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back Founding Firm to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units Board pursuant to this Section 3.38.1 or individual appointed by such Founding Firm to the Founding Firms Advisory Committee pursuant to Section 8.3(c) to resign; and (ii) each disqualify such transferee shall Transferee Specified Entity from voting for individuals to serve on the Board or the Founding Firm Advisory Committee (permanently or for such shorter period as the Board may designate), and (iii) redeem such Transferee Specified Entity’s Interests pursuant to Section 11.5(b)(iii).‌ (d) In the event a Permitted Transferee ceases for any reason to be bound by the terms and conditions a Permitted Transferee (other than as a result of this Agreement and the Partnership Agreement and, if requested by the General Partnera transaction that otherwise constitutes a Permitted Transfer or in a transfer to a Required Transferee), such transferee Permitted Transferee shall agree in writing promptly Transfer the Common Interests owned by such Permitted Transferee to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if Member from whom it acquired such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement Common Interests or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had then-qualifying Permitted Transferee of such change in such relationship occurred prior to such Transfer)Member.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (ii)(A) a Transfer made pursuant to a Redemption or Direct Exchange in accordance with Article IV XI hereof or V; (B) a Transfer by a Member to the Corporation or any of its Subsidiaries (including, for the avoidance of doubt, pursuant to the FPOS Contribution Agreement), (ii) a Transfer upon the death or disability to an Affiliate of the Employee to the Employee’s Estate; or such Member, (iii) a Permitted Pledge or (iv) a Transfer made in compliance with the federal securities laws to an Employee’s Trusta Person to whom such Pledged Units have been pledged as a result of a foreclosure on such Pledged Units; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than (x) the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth restrictions contained in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall will continue to apply to Units after any Permitted Transfer all of such Subject Units back to Units, (y) in the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf case of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and foregoing clause (ii) each such transferee shall be bound by ), the terms and conditions Permitted Transferees of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee Units so Transferred shall agree in writing to be bound by the terms and conditions provisions of this Agreement Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company and the Partnership Agreement. Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee and (cz) Notwithstanding Section 3.3(ain the case of the foregoing clause (iv), no Person may Transfer Subject upon such Transfer, such Pledged Units if shall automatically be exchanged for Class A Common Stock, the transferor shall then automatically cease to be a Member of the Company with respect to such Pledged Units, and any shares of Class B Stock (together with any Corresponding Rights) corresponding to such Pledged Units shall be canceled and retired (including, in the case of the Searchlight Member, any such shares of Class B Stock held by a Searchlight Related Party), in each case, with the provisions of Article XI applying to such Transfer has mutatis mutandis (applied for this purpose as if the Corporation had delivered an Election Notice that specified a purpose Share Settlement with respect to such Redemption, and with the applicable Redemption Date occurring on the date of such Transfer) such that, for the avoidance of doubt, a Permitted Transferee described in clause (iv) shall not take ownership of such Units or shares of Class B Stock (and shall not become a Member hereunder), and instead shall take ownership of the restrictions on Transfers applicable shares of Class A Common Stock. In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold Class B Stock in this Agreement or accordance with the Partnership Agreement (it being understood that the purpose Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 3.3(c10.02, such Member (or any subsequent Permitted Transferee of such Member) is shall also transfer a number of shares of Class B Stock equal to prohibit the Transfer number of Subject Common Units to a transferee followed that were transferred by a change such Member (or subsequent Permitted Transferee) in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior transaction to such Permitted Transferee; provided, that, in the case of the Searchlight Member (or its subsequent Permitted Transferees), the foregoing obligation to transfer shares of Class B Stock shall be deemed satisfied so long as the SL Collective Registered Owner Requirement (as defined in the Corporation’s certificate of incorporation) remains satisfied immediately following consummation of such Permitted Transfer. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. Notwithstanding Section 3.1, (a) The Partnership Parties acknowledge Investor may Sell directly or indirectly Shares in accordance with Section 3.3 and Section 3.4, provided that, as a precondition to such Sale, the Person to whom such Sale is made shall agree that any to become a Party to this Agreement on terms reasonably satisfactory to Philips, unless in connection with such Sale Philips ceases to hold a percentage of the outstanding Shares that equals or exceeds the Philips Minimum Percentage, (b) notwithstanding sub-section (a), Section 3.3 and Section 3.4, Investor may in one or more transactions in the period up to the date that falls three (3) months after the Closing Sell Shares together with proportionally related capital contributions to Newco, provided that (i) following Transfers such Sale, Investor, together with one or more Investor Affiliates, shall continue to own or control (each as such term is used in the definition of Affiliate) a “Permitted Transfer”number of Shares equal to at least 50% of the Shares held by Investor as of the Closing, (ii)any such Sale or any agreement to Sell such Shares at or before the Closing shall be disregarded in determining the extent of Investor’s liability for obligations under or breaches of this Agreement or the Investor Equity Commitment Letters prior to the Closing, (iii) as a precondition to such Sale, the Person to whom such Sale is made shall agree to become a Party to this Agreement on the same terms as Investor and (iv) to the extent that, prior to any such Sales, Investor provides to Philips written notice of the identities of the proposed purchasers and the number of Shares to be purchased, (c) Philips may Sell Shares to any Person other than to a direct competitor of NXP provided that (i) Philips shall (A) first give written notice to Investor of its intention to Sell such Shares, (B) Investor shall have the right, by written notice to Philips within fifteen (15) days after receipt of such notice, to offer to purchase all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relativesportion of, such that it fails to meet Shares (the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement Offer”) and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (bC) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by that Philips accepts the terms and conditions stipulated in the Offer, it shall Sell such Shares to Investor within fifteen (15) days of Philips’s receipt of the notice given pursuant to (B) and (ii) in the event that Philips does not accept the terms and conditions stipulated in the Offer, it may within ninety (90) days following the expiration of the period set forth under (i)(B) proceed with such Sale to such Person, provided that (A) the price per Share shall be no less than that stipulated in the Offer and the other terms and conditions of such Sale shall be no less favorable to Philips than those stipulated in the Offer and (B) as a precondition to such Sale, such Person shall agree to become, and NXP, Newco, Investor and the Management Trust hereby agree to such Person becoming, a Party to this Agreement on the same terms as Philips, except that, in lieu of the rights provided by Article II, for so long as such Person holds a percentage of the outstanding Shares that equals or exceeds the Philips Transferee Minimum Percentage (l) such Person shall have the right at any shareholders meeting of Newco or NXP convened for the purpose of electing directors to the management board of Newco or the supervisory board of NXP, respectively, to nominate for election from among its current and former employees one director, (2) if necessary, the Partnership Agreement andsize of the management board of Newco and of the supervisory board of NXP shall be increased to accommodate such director and (3) each Shareholder hereby agrees to vote its Shares and to take all other necessary and appropriate actions in its capacity as a Shareholder to cause the results described under (1) and (2) to occur and not to take any action that is inconsistent with these results; (d) In addition, if requested by any Shareholder that is not a natural Person may transfer Shares to a wholly-owned Subsidiary and Investor may transfer Shares to an Investor Affiliate, provided that such wholly-owned Subsidiary or Investor Affiliate, as the General Partnercase may be, such transferee shall agree agrees in writing to be bound by this Agreement; and (e) notwithstanding anything to the terms contrary in this Section 3.2, Section 3.3 and conditions Section 3.4, (i) Investor may Sell depositary receipts (or similar equity instruments) for Shares issued or sold to the Management Trust to the directors, officers and employees of NXP and its Subsidiaries, and (ii) if Investor approves, the Management Trust may directly or indirectly Sell Shares to any other vehicle Management Trust, provided that, as a precondition to such Sale, such vehicle shall agree to become a Party to this Agreement and Philips shall receive a copy of Schedule I executed by such vehicle and acknowledged and agreed to by each other Shareholder and upon such receipt, the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance vehicle shall become part of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose Management Trust for purposes of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).Agreement,

Permitted Transfers. A. The restrictions on Transfers under Section 8.1 shall not apply to any (ai) The Partnership Parties acknowledge Transfer (for any consideration or no consideration) by Inland of all or any part of its LLC Interest to any 80% Owned Affiliate of Inland Parent, (ii) Transfer to any other Member and agree (iii) Transfer by a Member to the immediately family members of such Member. B. Subject to the provisions of Section 8.2.D hereof, a permitted transferee of a Member pursuant to Section 8.1.A or 8.2.A hereof that acquires the LLC Interest of a Member shall not be recognized by the Company as a Member and shall have only the rights of an assignee of the transferor Member’s LLC Interest, except upon compliance with the terms of Section 8.2.C. A Member who assigns all of its LLC Interest to a permitted transferee (other than one of the other Members) in accordance with the provisions of this Agreement shall nevertheless remain a Member of the Company subject to all the duties and obligations imposed on it under this Agreement until such time as the transferee of such LLC Interest is admitted to the Company as a substitute Member in accordance with Section 8.2.C. Upon any permitted assignment of an LLC Interest pursuant to Section 8.2, the transferor and transferee shall file with the Company an executed or authenticated copy of the written instrument of assignment or transfer. C. No transferee of the whole or a portion of a Member’s LLC Interest shall have the right to become a substituted Member in place of its transferor unless and until all of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithconditions are satisfied: (i) a Transfer made pursuant the transferor and transferee have executed and acknowledged such instruments as the Manager may reasonably deem necessary or desirable to Article IV or Veffect such Transfer; (ii) a Transfer upon duly executed and acknowledged written instrument of transfer has been filed with the death or disability Company setting forth the intention of the Employee to transferor that the Employee’s Estate; ortransferee become a substituted Member in its place; (iii) a Transfer made in compliance with the federal securities laws transferee accepts and agrees to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than be bound by all the Employee or his Relatives, such that it fails to meet the definition provisions of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement by executing and such Employee’s Trust shall Transfer all of such Subject Units back to delivering a counterpart signature page hereto; (iv) the Employee or to another Person to whom transfer would not materially and adversely affect the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf treatment of the Partnership, may, at its option, cause Company for tax purposes under the Employee’s Trust to forfeit such Subject Units to Code or the Partnership. (b) It is expressly understood and agreed that tax laws of any state in which the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3Company does business; and (iiv) each such the transferee demonstrates and agrees, to the satisfaction of the Manager determined in its sole and absolute discretion, that it has complied and shall comply with the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the USA Patriot Act), as amended from time to time. D. Notwithstanding the provisions of Section 8.1 hereof to the contrary, the Initial Investor shall be bound permitted, without the consent of the Manager or the other Member, to make a one-time Transfer of its Investor LLC Interest to the members of the Initial Investor identified on Schedule B-1. Immediately following the Transfer permitted under the preceding sentence, the Initial Capital Contribution, Invested Capital, Unpaid Investor Preferred Return and Capital Account of the Initial Investor shall be divided among each of such members, as applicable,in accordance with the manner provided to the Manager by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred Initial Investor prior to such Transfer), the Initial Investor shall resign and withdraw as a Member of the Company and each of such members shall be admitted to the Company as an “Investor” for all purposes of this Agreement.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of Only the following Transfers shall be permitted under this Agreement (each a “Permitted Transfer”"PERMITTED TRANSFER"): (1) of all, but not less than all, Transfers among two or more of the Subject Units owned Shareholders, provided that Transfers among SZU shall be first among them, pro rata (or among those of them who shall remain Shareholders), to the extent that they shall determine by agreement among themselves (a copy of any such agreement must be provided to and be acceptable to Bing▇▇▇ ▇▇▇ a Majority in Interest of the Employee at Other Shareholders). (2) Any Shareholder may Transfer all or part of his or her Stock to a Michigan revocable inter-vivos trust of which that Shareholder is the time grantor, or to another entity controlled by that Shareholder formed primarily for estate planning 2 3 purposes, for the benefit of such that Shareholder (and/or his or her spouse, children and/or grandchildren). Any Transfer in this manner shall be deemed to be in compliance with a Transfer within the Securities Act and this Agreement and no opinion of counsel Shareholder Group. (3) Each such Permitted Transfer shall be required in connection therewithsubject to the following conditions and requirements: (i) a Transfer made pursuant all Stock so Transferred shall remain subject to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by Bing▇▇▇ ▇▇▇reholders Agreement; (ii) the General Partner, such transferee Permitted Transferee shall agree make no Transfers of that Stock except in writing to be bound by accordance with the terms and conditions of this Agreement and the Partnership Bing▇▇▇ ▇▇▇reholders Agreement; (iii) Bing▇▇▇ ▇▇▇ the Other Shareholders shall have received at least ten (10) days prior written notice of the proposed Transfer together with those organizational and transfer documentation pertaining to the proposed transfer that Bing▇▇▇, ▇▇be▇ ▇▇▇/or Webe▇ ▇▇▇ll request; and (iv) Bing▇▇▇ ▇▇▇ the Other Shareholders (as defined in Paragraph below) shall have received the written agreement of the Permitted Transferee to be bound in all respects by this Agreement and the Bing▇▇▇ ▇▇▇reholders Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of Notwithstanding anything to the contrary contained in Section 4.2, the following Transfers (each a herein, the “Permitted TransferTransfers”) shall be permitted hereunder: (a) a Lease entered into in accordance with the Loan Documents; (b) a Transfer and Assumption in accordance with Section 7.1 (or a Transfer in accordance with Section 7.1(c)); (c) a Permitted Encumbrance; (d) the transfer of allpublicly traded shares in any indirect equity owner of Borrower; (e) provided that no Event of Default shall then exist, but not less than all, a Transfer of up to forty-nine and 90/100 percent (49.9%) (in the aggregate with all prior Transfers) of the Subject Units owned indirect non-Controlling ownership interests in Borrower, including by the Employee issuance of preferred equity interests that satisfy the Preferred Equity Conditions (provided that such preferred equity issuance may not occur until at least forty-two (42) days following the time Closing Date), and further Transfers of such Transfer interests, shall be deemed to be permitted without Lender’s consent provided that in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewitheach case: (i) Borrower shall provide to Lender thirty (30) days prior written notice thereof; (ii) the transferee shall be a Qualified Equityholder; (iii) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (iv) after giving effect to such Transfer, one or more Guarantors (giving effect to any Transfers permitted under clause (f), below) shall continue to Control the day to day operations of Borrower and the Property (provided that transferees that otherwise satisfy the requirements of this clause (e) may have consent rights over customary “major decisions”, such as the disposition, refinancing and development of the Property) and shall continue to own (directly or indirectly) at least fifty and 10/100 percent (50.1%) of all equity interests of Borrower; (v) satisfactory Patriot Act, OFAC and similar searches shall have been received by Lender with respect to (A) such transferee, (B) any Person that Controls such transferee or owns an equity interest in such transferee which equals or exceeds ten percent (10%) and (D) any other Person reasonably required by Lender in order for Lender to fulfill its then-current Patriot Act compliance guidelines; (vi) if such Transfer shall cause the transferee together with its Affiliates to acquire or to increase its direct or indirect interest in Borrower to an amount which equals or exceeds forty-nine and No/100 percent (49.0%), to the extent that Lender reasonably determines that the pairings in the most recently delivered non-consolidation opinion with respect to the Loan no longer apply, Borrower shall deliver to Lender a non-consolidation opinion in form and substance reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies; and (vii) the Property shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to Lender and acceptable to the applicable Rating Agencies. (f) provided that no Event of Default shall then exist, any other Transfer of a direct or indirect interest in WWP Sponsor by any of ▇▇▇▇▇▇, RCG Longview or DRA to or among themselves provided that: (i) Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; (ii) Borrower shall give Lender notice of such Transfer not less than five (5) days prior to the date of such Transfer; (iii) the Property shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to Lender and acceptable to the applicable Rating Agencies; (iv) ▇▇▇▇▇▇, RCG Longview, or DRA, shall continue to Control WWP Sponsor; and (v) WWP Sponsor shall continue to Control the Borrower and the Property. (g) the acquisition by EOP-NYCCA or a wholly-owned Affiliate of EOP-NYCCA of any of the limited partnership interests in Amenities Owner; provided that if EOP-NYCCA shall acquire the entire limited partnership interests in Amenities Owner, then concurrently therewith Amenities Owner shall be an SPE Entity (and Borrower shall cause Amenities Owner to amend its organizational documents to comply with the Rating Agency’s requirements to comply with “special purpose entity” requirements from and after the date of such transfer); (h) any Transfer of a limited partnership interest or other non-Controlling passive interests in RCG Longview, DRA or in a Permitted Preferred Equity Investor to other holders of limited partnership or other non-Controlling passive interests holders of such Person, or to other Persons who thereafter will only hold limited partnership interests or other non-Controlling passive interests in RCG Longview, DRA or a Permitted Preferred Equity Investor; (i) a Permitted Mezzanine Transfer; (j) a Transfer made or disposal of Equipment or building equipment for the Worldwide Plaza Amenities, which is being replaced or which is no longer necessary in connection with the operation of the Property or the Worldwide Plaza Amenities free from the Lien of the Mortgage provided that such Transfer or disposal will not result in a reduction or abatement of, or right of offset against, the Rents payable under any Lease and any replacement Equipment or building equipment shall be subject to the Lien of the Mortgage. Lender shall, from time to time and at Borrower’s expense (including Lender’s reasonable attorneys’ fees), upon receipt of an Officer’s Certificate requesting the same and confirming satisfaction of the conditions set forth above, execute a written instrument in form reasonably satisfactory to Lender and Borrower to confirm that such Equipment or building equipment which is to be, or has been, sold or disposed of is free from the Lien of the Mortgage; and/or (k) the granting of easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, cable, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance shall materially impair the utility and operation of the Property or the Worldwide Plaza Amenities or have a material adverse effect on the value of the Property and the Worldwide Plaza Amenities taken as a whole. In connection with any Transfer permitted pursuant to Article IV this Section 7.2(k), Lender shall execute and deliver any instrument reasonably necessary or Vappropriate, to subordinate the Lien of the Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (i) Not less than fifteen (15) days prior written notice thereof; (ii) a Transfer upon the death or disability copy of the Employee instrument or instruments of Transfer in form and substance reasonably acceptable to the Employee’s Estate; orLender; (iii) a an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, and (y) that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement does not materially impair the utility and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf operation of the Partnership, may, at its option, cause Property or have a material adverse effect on the Employee’s Trust to forfeit such Subject Units to value of the Partnership. (b) It is expressly understood Property and agreed that in the event of Worldwide Plaza Amenities taken as a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3whole; and (iiiv) each such transferee shall be bound by the terms reimbursement of all of Lender’s reasonable out-of-pocket costs and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree expenses incurred in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer connection with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of Notwithstanding anything to the following Transfers (each a “Permitted Transfer”) of allcontrary contained herein, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall Securities may be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: Transferred only: (i) by a Transfer made pursuant Shareholder to Article IV any of such Shareholder’s Immediate Family Members (whether inter vivos or V; upon death); (ii) by a Transfer upon the death or disability of the Employee Shareholder to the Employee’s Estatean Estate Planning Entity; or (iii) by a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, Shareholder that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units a Permitted Transferee back to the Employee Shareholder who Transferred such Securities to such Permitted Transferee; (iv) by a Shareholder that is an entity to an Affiliate of such Shareholder, provided that, for Transfers other than those to Estate Planning Entities pursuant to clause (ii) above, such Permitted Transferee is reasonably acceptable to the Board; (v) with respect to Transfers by TGAM (or by a Permitted Transferee of TGAM), to another Person (A) such Shareholder’s limited partners, (B) any successor fund or fund under common management, (C) a current or former Affiliate of TGAM, (D) any of their current employees, directors, managers or officers as of the Effective Date or (E) any current or former holder of equity interests therein, in each case so long as such transferee is managed by AGR Partners LLC, or, in the case of a transfer to whom an individual, so long as AGR Partners LLC is appointed as an agent or proxyholder with the Employee would have been able authority to Transfer Subject Units vote the Shares; (vii) Transfers of Shares owned as of the Effective Date from ▇▇▇▇▇ to ▇▇▇▇ or from ▇▇▇▇ to ▇▇▇▇▇; or (viii) Transfers of Securities contemplated by and complying with Article 4 and Article 5, or Article 6, or Article 8, hereof. No Securities may be Transferred pursuant to this Section 3.3 unless, prior to such Transfer, the transferee of such Securities has executed and delivered to the Company a Joinder Agreement (and, provided further, that if the Employee’s Trust fails to make such transferee is a Transfer within 45 days of first including any Person other than married individual and upon the Employee or his Relatives, then the General Partner, on behalf request of the PartnershipCompany, may, at its option, cause the Employee’s Trust to forfeit such Subject Units a Spousal Consent) with respect to the Partnership. (b) It is expressly understood Securities so Transferred, and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Securities Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall 3.3 will be bound by subject thereafter to the terms rights of the Company and conditions of the Shareholders under this Agreement and entitled to the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions benefits of Securities under this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (aNotwithstanding anything to the contrary in ------------------- any other provision of this Agreement, the restrictions contained in Section ------- 3(b) The Partnership Parties acknowledge and agree that any of the following Transfers (each a “Permitted Transfer”Section 3(c) of all, but shall not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith:apply to: ---- ------------ (i) a any Transfer made pursuant of Stockholder Shares by any Stockholder to Article IV or V;among any of its Affiliates, (ii) a Transfer upon the death or disability of the Employee Stockholder Shares by any Stockholder pursuant to the Employee’s Estate; orlaws of descent and distribution or among such Stockholder's Family Group, (iii) in the case of CHS, a Transfer made of up to 5% of any class of Stockholder Shares held by CHS as of the date hereof to employees of, consultants to and advisors to CHS, the Company or any of their Affiliates, (iv) the grant of a security interest in compliance and general lien upon the applicable Stockholder Shares by each of TCW/Crescent Mezzanine Trust and Crescent/Mach I Partners, L.P. to State Street Bank and Trust Company, as collateral agent and/or trustee, in accordance with the federal securities laws to an Employee’s Trust; their respective governing documents, provided, however, that it is expressly understood and agreed that if any foreclosure on such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer Stockholder Shares shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back subject to the Employee restrictions contained in Section 3(b), or ------------ (v) the grant of a security interest in and general lien upon the applicable Stockholder Shares by each of TCW Leveraged Income Trust, L.P. to another Person Bankers Trust Company, as administrative agent and/or trustee, in accordance with their respective governing documents, provided, however, that any foreclosure on such Stockholder Shares shall be subject to whom the Employee would have been able restrictions contained in Section 3(b); ------------ provided further that, in each case, the restrictions contained in this ---------------- Agreement will continue to be applicable to the Stockholder Shares after any Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make 3(d) and such a Transfer within 45 days transferee(s) of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee ------------ Stockholder Shares shall agree in writing to be bound by the terms and conditions provisions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit . Upon the Transfer of Subject Units Stockholder Shares pursuant to this Section ------- 3(d), the transferees will deliver a transferee followed by a change written notice to the Company, which notice ---- will disclose in reasonable detail the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had identity of such change in such relationship occurred prior to such Transfer)transferee.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (ii)(A) a Transfer made pursuant to a Redemption or Direct Exchange in accordance with Article IV XI hereof or V; (B) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer upon the death to an Affiliate of such Member or disability pursuant to applicable laws of descent and distribution or among such Member’s Family Group (provided that (x) Units may not be Transferred to a Member’s spouse in connection with a divorce proceeding and (y) such Member retains exclusive voting control of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s TrustUnits Transferred); provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than (x) the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth restrictions contained in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall will continue to apply to Units after any Permitted Transfer all of such Subject Units back to Units, and (y) in the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf case of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and foregoing clause (ii) each such transferee shall be bound by ), the terms and conditions Permitted Transferees of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee Units so Transferred shall agree in writing to be bound by the terms and conditions provisions of this Agreement Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company and the Partnership Agreement. (c) Notwithstanding Section 3.3(a)Members, no Person may Transfer Subject Units if such Transfer has as a purpose which notice will disclose in reasonable detail the avoidance identity of the restrictions on Transfers proposed Permitted Transferee, or (iii) in this Agreement or the Partnership Agreement case of Management Holdings, (it being understood A) an indirect Transfer by virtue of a Management Holdings Member Transferring any of its equity interests in Management Holdings to such Management Holdings Member’s Family Group (provided that (x) Units may not be Transferred to such Management Holdings Member’s spouse in connection with a divorce proceeding and (y) such Management Holdings Member retains exclusive voting control of the purpose Units Transferred) and (B) a distribution of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed Management Holdings Member with respect to such Management Holdings Member’s interests in Management Holdings corresponding to such Units, but only if such Management Holdings Member has notified Management Holdings in writing under Section 9.1.1 of the Management Holdings LLC Agreement that it desires to have Management Holdings initiate the Redemption or Direct Exchange provisions of Article XI hereof with respect to such Units, and provided that, in the case of this clause (iii), any such distribution shall (1) occur on the date of, and immediately prior to, the applicable Redemption or Direct Exchange, (2) be accompanied by a change distribution by Management Holdings to the applicable Management Holdings Member of a number of shares of Class B Common Stock equal to the number of Units so distributed and (3) be conditioned on the Management Holdings Member’s immediate Transfer of (a) such distributed Units to the Company or the Corporation (whichever is required by the Redemption or Direct Exchange, as applicable) and (b) of such distributed shares of Class B Common Stock to the Corporation, in each case, in accordance with Article XI hereof (and if the applicable Management Holdings Member fails to effect any such immediate Transfer of such Units or shares of Class B Common Stock, the distribution of such Units and shares of Class B Common Stock to such Management Holdings Member shall be deemed null and void and shall have no effect). In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold Class B Common Stock in accordance with the Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee of such Member) shall also transfer a number of shares of Class B Common Stock equal to the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior transaction to such TransferPermitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any Subject to the provisions of this Article 9, the following Transfers (each a “Permitted Transfer”) of allShares shall be permitted, but not less than all, without the prior written consent of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewithFounders: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee whole or any portion of a Shareholder’s Shares to the Employee’s Estate; or (iii) a Transfer made any of its Affiliates, in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transfereefollowing: (iA) no the Shareholder must give at least five (5) Business Days’ prior Notice of any such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom Corporation and the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3other Shareholders; and (iiB) each such transferee no proposed Transfer of Shares to an Affiliate shall be bound by effective until each of the terms and conditions of this Agreement Affiliate and the Partnership Agreement andTransferring Shareholder complies with Section 9.7, if requested by Section 9.8 and Section 9.12 and the General Partner, such transferee shall agree in writing Affiliate agrees to be bound by the terms and conditions provisions of this Agreement by executing the form attached hereto as Schedule 1; or (ii) a Transfer of the whole or any part of a Shareholder’s Shares, other than to any of its Affiliates, in compliance with the following: (A) no Shareholder may Transfer the whole or any part of its Shares to a Person that is a Competitor without the prior approval of the other Shareholders, which approval may be unilaterally and arbitrarily withheld, and subject to such conditions as such other Shareholders consider in their sole discretion to be appropriate; (B) the Transferring Shareholder must give prior Notice of any such Transfer to the Corporation and the Partnership other Shareholders; and (C) the right of first refusal provided in Section 9.4 and the restrictions contained in this Article 9. (iii) A Transfer of the whole or any part of a Shareholder’s Shares, other than to any of its Affiliate, in compliance with the following: (A) the Transferring Shareholder has obtained prior written consent of all the other Shareholders; and (B) the restrictions contained in Article 9. (b) At all times after the Transfer of Shares to an Affiliate pursuant to Section 9.3(a), the Transferring Shareholder will remain jointly and severally liable with the Affiliate for the performance of the obligations of the Transferring Shareholder and the Affiliate under this Agreement and for otherwise complying with this Agreement. (c) Notwithstanding The completion of any Transfer pursuant to Section 3.3(a9.3(a) (a “Sale Transaction”) will take place on the Closing Date in accordance with Section 9.8. In this Section 10.3(c), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).“Closing Date” means:

Permitted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 3.1, 3.2 and 3.3 shall not apply (a) The Partnership Parties acknowledge in the case of a Stockholder that is an entity, upon a transfer by such Stockholder to any subsidiary or parent corporation equity holders, (b) to a repurchase of Transfer Stock from a Stockholder by the Company at a price no greater than that originally paid by such Stockholder for such Transfer Stock and agree that any pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the following Transfers Board of Directors, or (c) in the case of a Stockholder that is a natural person, upon a transfer of Transfer Stock by such Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy, to his or her spouse, parent, brother, sister, child (natural or adopted), or any other direct lineal descendant of such Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other person approved by unanimous consent of the Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Stockholder or any such family members; (each of the transferees in the foregoing subsections (a), (b) and (c) hereinafter a “Permitted TransferTransferee”) provided that in the case of allclause(s) (a) or (c), but not less than all, of the Subject Units owned by Stockholder shall deliver prior written notice to the Employee at other Stockholders and the time Company of such gift or transfer and such shares of Transfer Stock shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee at all times remain subject to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood terms and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” restrictions set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of transferee shall, as a condition to such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant issuance, deliver a counterpart signature page to this Section 3.3 and, provided further, Agreement as confirmation that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by all the terms and conditions of this Agreement as the Stockholder (but only with respect to the securities so transferred to the transferee), including the obligations with respect to Proposed Transfers of such Transfer Stock pursuant to Section 3; and provided further in the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing case of any transfer pursuant to be bound by the terms and conditions of this Agreement and the Partnership Agreement. clause (a) or (c) Notwithstanding Section 3.3(a)above, no Person may Transfer Subject Units if that such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) transfer is to prohibit the Transfer of Subject Units made pursuant to a transferee followed by a change transaction in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had which there is no consideration actually paid for such change in such relationship occurred prior to such Transfer)transfer.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (ii)(A) a Transfer made pursuant to a Redemption or Direct Exchange in accordance with Article IV XI hereof or V; (B) a Transfer by a Member to the Corporation or any of its Subsidiaries, (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s TrustAffiliate of such Member; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than (x) the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth restrictions contained in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall will continue to apply to Units after any Permitted Transfer all of such Subject Units back to Units, and (y) in the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf case of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and foregoing clause (ii) each such transferee shall be bound by ), the terms and conditions Permitted Transferees of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee Units so Transferred shall agree in writing to be bound by the terms and conditions provisions of this Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company and the Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee, (iii) in the case of Management Feeder, (A) an indirect Transfer by virtue of a Management Feeder Member Transferring any of its equity interests in Management Feeder to a Family Trust (as defined in the Management Feeder LLC Agreement) pursuant to and in accordance with Section 23 of the Management Feeder LLC Agreement and the Partnership Agreement. (cB) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance distribution of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed Management Feeder Member with respect to such Management Feeder Member’s interests in Management Feeder corresponding to such Units, but only if such Management Feeder Member has notified Management Feeder in writing under Section 20 of the Management Feeder LLC Agreement that it desires to have Management Feeder initiate the Redemption or Direct Exchange provisions of Article XI hereof with respect to such Units, and provided that, in the case of this clause (iii), any such distribution shall (1) occur on the date of, and immediately prior to, the applicable Redemption or Direct Exchange, (2) be accompanied by a change distribution by Management Feeder to the applicable Management Feeder Member of a number of shares of Class B Common Stock equal to the number of Units so distributed and (3) be conditioned on the Management Feeder Member’s immediate Transfer of (a) such distributed Units to the Company or the Corporation (whichever is required by the Redemption or Direct Exchange, as applicable) and (b) of such distributed shares of Class B Common Stock to the Corporation, in each case, in accordance with Article XI hereof (and if the applicable Management Feeder Member fails to effect any such immediate Transfer of such Units or shares of Class B Common Stock, the distribution of such Units and shares of Class B Common Stock to such Management Feeder Member shall be deemed null and void and shall have no effect), or (iv) in the relationship between case of NVX Holdings, a distribution of Units to any stockholder of NVX Holdings provided that, in the transferor case of this clause (iv), any such distribution shall (A) be accompanied by a distribution to any such stockholder of NVX Holdings of a number of shares of Class B Common Stock equal to the number of Units so distributed and (B) be conditioned on any such stockholder of NVX Holdings immediately initiating the transferee after Redemption or Direct Exchange provisions of Article XI hereof with respect to such Units and immediately thereafter Transferring (1) such distributed Units to the Company or the Corporation (whichever is required by the Redemption or Direct Exchange, as applicable) and (2) such distributed shares of Class B Common Stock to the Corporation, in each case, in accordance with Article XI hereof (and if the applicable stockholder of NVX Holdings fails to effect any such immediate Transfer of such Units or shares of Class B Common Stock, the distribution of such Units and shares of Class B Common Stock to any such stockholder of NVX Holdings shall be deemed null and void and shall have no effect). In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold Class B Common Stock in accordance with the result and effect Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee of such Member) shall also transfer a number of shares of Class B Common Stock equal to the number of Common Units that were transferred by such Member (or subsequent Permitted Transferee) in the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior transaction to such TransferPermitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. (a) The Partnership Parties acknowledge provisions of Section 6.1(a), Section 6.1(b) and agree that Section 6.3 shall not apply to (i) any Transfer by any Partner (other than any Indigo Partner) of such Partner’s Units to such Partner’s Affiliate who, in the case of a direct Transfer of Units, accedes to and agrees to be bound by this Agreement on the same basis as such Transferor Partner or (ii) any Transfer by any Indigo Partner of its Units to a Qualifying Affiliate who, in the case of a direct Transfer of Units, accedes and agrees to be bound by this Agreement on the same basis as such Transferor Partner and, in case of the following Transfers foregoing clauses (each i) and (ii), so long as such Transfer does not have the purpose or effect of permitting any Transferor Partner to monetize or receive value for the Units, directly or indirectly, in contravention of the terms and intention of the restrictions on Transfer contained in this Agreement; (each, a “Permitted Transfer”) of all, but not less than all, of ” and the Subject Units owned by the Employee at the time recipient of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) Transfer, a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the PartnershipPermitted Transferee”). (b) It is expressly understood and agreed that in the event of If a Permitted Transfer Partner Transfers any Units to a Permitted Transferee: , such Partner shall cause such Permitted Transferee to continue to qualify as a Permitted Transferee of such Partner for so long as such Permitted Transferee holds Units. If, at any time, a Permitted Transferee of a Partner ceases to be a Permitted Transferee of such Partner (ia “Former Permitted Transferee”), then all the Units then held by such Former Permitted Transferee (and all interests and rights related thereto) no such transferee shall be entitled to make will, without any further Transfers of Subject Units action required by such Former Permitted Transferee, be automatically Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each Transferor of such transferee shall be bound by the terms Units, and conditions of this Agreement such Former Permitted Transferee and the Partnership Agreement and, if requested by Transferor shall take such action as the General Partner, such transferee shall agree in writing Board reasonably deems appropriate to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result document and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Except as otherwise provided in this Agreement, the restrictions contained in Section 3.1(a) of this Agreement with respect to Transfers of Stock shall not apply to: (a) The Partnership Parties acknowledge and agree any Transfer to a Stockholder or to a designee of a Stockholder permitted by this Agreement; (b) any Transfer to any wholly-owned subsidiary or parent entity of any Stockholder, or any other wholly-owned subsidiary of such parent entity (it being understood with respect to a wholly-owned subsidiary or parent entity or other wholly-owned subsidiary of such parent entity that the later sale of such subsidiary or any shares of capital stock of such subsidiary or parent entity or any other wholly-owned subsidiary of such parent entity would constitute an indirect sale of Stock by such corporate Stockholder which sale may only be made within the terms of this Agreement); (c) any Transfer that would not violate the Company's obligations under Section 2.1 of the following Transfers Consent and Amendment to Management Agreements, each dated as of February 24, 1999, among the Company, the respective tenant and the respective property of manager named therein by Five Arrows to a third party (each a “Permitted Transfer”"Section 3.3.(c) Transferee") which has a similar reputation and financial stability to that of allFive Arrows and which is not a direct competitor of CHP; (d) any Transfer to the members, but not less than all, partners or stockholders of any Stockholder; (e) any Transfer to a party to this Agreement; and (f) any Transfer approved by the unanimous vote of the Subject Units owned Board; provided, that (i) in each of clauses (a) through (f), such Transfer otherwise complies with the provisions of this Agreement, with each transferee, donee or distributee (a "Permitted Transferee") agreeing in writing to take subject to and to comply with all of the provisions of this Agreement in accordance with Section 3.1(b) and each such Permitted Transferee shall be deemed to take such securities subject to all of the other provisions of this Agreement, and shall be deemed to take such securities subject to the restrictions endorsed thereon, and any certificates issued by the Employee at Company to reflect such transfer shall be appropriately legended, and (ii) in the time case of a Transfer by a corporate Stockholder to a wholly-owned subsidiary or parent entity or any other wholly-owned subsidiary of such parent entity, such subsidiary or parent entity or other wholly-owned subsidiary of such parent entity shall agree to have its shares of equity stock legended to note the restrictions on transfer contained in this Agreement as if they were Stock, any Permitted Transferee so acquiring Stock, as a successor or assignee hereunder, be deemed to take such securities subject to all of the other provisions of this Agreement, and shall be deemed to take such securities subject to the restrictions endorsed thereon, and any certificates issued by the Company to reflect such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnershipappropriately legended. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that any of Notwithstanding anything to the contrary contained in Section 4.2, the following Transfers (each a herein, the “Permitted TransferTransfers”) shall be permitted hereunder: (a) a Lease entered into in accordance with the Loan Documents and any Hotel Transaction; (b) a Transfer and Assumption in accordance with Section 7.1; (c) a Permitted Encumbrance; (d) a Property sale pursuant to Section 2.5.2; (e) in addition to, and without limiting any other Permitted Transfer hereunder, the transfer of allpublicly traded shares in any indirect equity owner of Borrower; (f) in addition to, but and without limiting any other Permitted Transfer hereunder, provided that no Event of Default shall then exist, a Transfer of a direct or indirect interest in any Borrower or any Operating Lessee shall be permitted without Lender’s consent provided that: (i) such Transfer shall not less (x) cause the transferee (other than allARC OP), together with its Affiliates, to increase its direct or indirect interest in any Borrower or any Operating Lessee to an amount which equals or exceeds forty-nine percent (49%) or (y) result in a change in Control of any Borrower or any Operating Lessee; (ii) Each Borrower and each Operating Lessee shall continue to be a Special Purpose Bankruptcy Remote Entity; (iii) if such Transfer would cause the Subject Units owned transferee, together with its Affiliates, to increase its direct or indirect interest in any Borrower or any Operating Lessee to an amount which equals or exceeds ten percent (10%), (x) such transferee is a Qualified Transferee and (y) Borrowers shall provide to Lender thirty (30) days prior written notice thereof; (iv) after giving effect to such Transfer, ARC OP shall continue to control the day to day operations of Borrowers and each Operating Lessee and shall continue to own at least fifty one percent (51%) of all equity interests (direct or indirect) of Borrowers and Operating Lessees; and (v) the Properties shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to Lender and acceptable to the Employee applicable Rating Agencies; and/or (g) in addition to, and without limiting any other Permitted Transfer hereunder, a Transfer of a direct or indirect interest in any Borrower or any Operating Lessee shall be permitted without Lender’s consent provided that: (i) such Transfer shall not cause the transferee, together with its Affiliates, to increase its direct or indirect interest in any Borrower or any Operating Lessee to an amount which equals or exceeds ten percent (10%); (ii) after giving effect to such Transfer, ARC OP shall continue to control the day to day operations of Borrowers and each Operating Lessee and shall continue to own at least fifty one percent (51%) of all equity interests (direct or indirect) of Borrowers and Operating Lessees; and (iii) Each Borrower and each Operating Lessee shall continue to be a Special Purpose Bankruptcy Remote Entity; (h) in addition to, and without limiting any other Permitted Transfer hereunder, provided that no Event of Default has occurred and is then continuing, a Transfer of a direct or indirect interest in ARC OP shall be permitted without Lender’s consent provided that: (i) at all times ARC OP shall be controlled by one or more Qualified Equityholders; (ii) Borrowers shall provide to Lender thirty (30) days prior written notice thereof; (iii) upon Lender’s request, Borrowers shall give Lender copies of all instruments effecting such Transfer; (iv) Each Borrower and each Operating Lessee shall continue to be a Special Purpose Bankruptcy Remote Entity; and (v) the Properties shall continue to be managed by a Qualified Manager or by a property manager reasonably acceptable to Lender and acceptable to the applicable Rating Agencies; and (i) in addition to, and without limiting any other Permitted Transfer hereunder, the sale, transfer or issuance of REIT Shares (including, without limitation, any creation or issuance of new REIT Shares), provided that at the time of such Transfer, such REIT Shares are listed on the New York Stock Exchange, the NASDAQ Stock Market or another nationally-recognized stock exchange or the REIT Shares are traded over the counter and listed in the National Association of Securities Dealers Automatic Quotations and registered with the Securities and Exchange Commission. Notwithstanding anything to the contrary contained in this Section 7.2, if, as a result of any Permitted Transfer, (A) the then-current Guarantor no longer directly or indirectly Controls Borrowers and/or Operating Lessees, ARC OP may be replaced by one or more Approved Replacement Guarantors and/or (B) the then-current Guarantor no longer directly or indirectly Controls Borrowers and/or Operating Lessees and no longer owns any direct or indirect interest in any Borrower and/or any Operating Lessee, ARC OP shall be replaced by one or more Approved Replacement Guarantors; and, in each case, such Approved Replacement Guarantor shall execute and deliver a guaranty of recourse obligations (in the same form as the guaranty of recourse obligations delivered to Lender by Guarantors on the date hereof) and an environmental indemnity agreement (in the same form as the environmental indemnity agreement delivered to Lender by Guarantors on the date hereof) on or prior to the date of such Permitted Transfer, pursuant to which, in each case, the Approved Replacement Guarantor(s) agree(s) to be liable under each such guaranty of recourse obligations and environmental indemnity agreement from and after the date of such Permitted Transfer (whereupon the previous guarantor shall be released from any further liability under the guaranty of recourse obligations from acts that arise from and after the date of such Permitted Transfer and such Approved Replacement Guarantor(s) shall be the “Guarantor” for all purposes set forth in this Agreement). Notwithstanding anything to the contrary contained in this Section 7.2, (i) no Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Permitted Transfer made pursuant to Article IV or V; (ii) a unless such Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer is made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Franchise Agreement and such Employee’s Trust shall (ii) no Permitted Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units made pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. clauses (be) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: through (i) no such transferee shall require any fee to Servicer or Lender (other than costs and expenses that may be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units required pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer7.3).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (ii)(A) a Transfer made pursuant to a Redemption or Direct Exchange in accordance with Article IV XI hereof or V; (B) a Transfer by a Member to the Corporation or any of its Subsidiaries (including, for the avoidance of doubt, pursuant to the FPOS Contribution Agreement), (ii) a Transfer upon the death or disability to an Affiliate of the Employee to the Employee’s Estate; or such Member, (iii) a Permitted Pledge or (iv) a Transfer made in compliance with the federal securities laws to an Employee’s Trusta Person to whom such Pledged Units have been pledged as a result of a foreclosure on such Pledged Units; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than (x) the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth restrictions contained in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall will continue to apply to Units after any Permitted Transfer all of such Subject Units back to Units, (y) in the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf case of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and foregoing clause (ii) each such transferee shall be bound by ), the terms and conditions Permitted Transferees of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee Units so Transferred shall agree in writing to be bound by the terms and conditions provisions of this Agreement Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company and the Partnership Agreement. Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee and (cz) Notwithstanding Section 3.3(ain the case of the foregoing clause (iv), no Person may Transfer Subject upon such Transfer, such Pledged Units if shall automatically be exchanged for Class A Common Stock, the transferor shall then automatically cease to be a Member of the Company with respect to such Pledged Units, and any shares of Class B Stock (together with any Corresponding Rights) corresponding to such Pledged Units shall be canceled and retired, in each case, with the provisions of Article XI applying to such Transfer has mutatis mutandis (applied for this purpose as if the Corporation had delivered an Election Notice that specified a purpose Share Settlement with respect to such Redemption, and with the applicable Redemption Date occurring on the date of such Transfer) such that, for the avoidance of doubt, a Permitted Transferee described in clause (iv) shall not take ownership of such Units or shares of Class B Stock (and shall not become a Member hereunder), and instead shall take ownership of the restrictions on Transfers applicable shares of Class A Common Stock. In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold Class B Stock in this Agreement or accordance with the Partnership Agreement (it being understood that the purpose Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 3.3(c10.02, such Member (or any subsequent Permitted Transferee of such Member) is shall also transfer a number of shares of Class B Stock equal to prohibit the Transfer number of Subject Common Units to a transferee followed that were transferred by a change such Member (or subsequent Permitted Transferee) in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior transaction to such TransferPermitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

Permitted Transfers. Notwithstanding anything herein to the contrary, Landlord's consent shall not be required for any proposed Transfer by Tenant under this Article 8 to any of the following: (a) The Partnership Parties acknowledge a wholly owned --------- subsidiary of Tenant; (b) an entity with which or into which Tenant may merge whether or not the Tenant is the survivor of such merger; (c) any entity that is controlled by, controls or is under common control with Tenant, or (d) entities in which Tenant has made a material investment (or which have made a material investment in Tenant) and agree entities with whom Tenant has a material business relationship other than simply as a sublessee or assignee of space, provided that any of the following Transfers (each a “Permitted Transfer”) of all, but not such entities occupy less than all, ten thousand (10,000) square feet of Net Rentable Area in the Subject Units owned by the Employee at the time of aggregate and such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trustspace is not separately demised; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. Permitted Transferee under clause (b) It is expressly understood must have and agreed that -------- ------- ---------- maintain credit equal to or better than Tenant's, as determined in the event Landlord's reasonable discretion. "Control" for purposes of this Article 8 shall mean --------- ownership of a majority voting interest in any such entity or the possession, directly or indirectly of the power to direct or cause the direction of the day- to-day management of the controlled entity. Each of the foregoing shall be a "Permitted Transferee" under this Lease; provided, however, that Tenant must -------- ------- provide Landlord with at least twenty (20) days prior written notice of any Transfer to a Permitted Transferee: (i) no , together with such transferee evidence as Landlord may reasonably request to establish that such Transfer is to a Permitted Transferee. A Transfer to a Permitted Transferee shall not be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back subject to the Employee provisions contained in Sections 8.2 or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to 8.3 below. The rights under this Section 3.3; and (ii8.1(b) each such transferee shall are ------------ --- -------------- personal to Onyx Software Corporation and may not be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing transferred or assigned to be bound by the terms and conditions of this Agreement and the Partnership Agreementany other party. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge Notwithstanding anything to the contrary herein, subject to the terms and agree that any conditions of the Refinancing, the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with “Permitted Transfers” and shall not require the Securities Act and this Agreement and no opinion consent of counsel shall be required in connection therewith:the other Member. (i) Any Member may pledge its Interest to a commercial lender in connection with a financing for the benefit of such Member or its Affiliates (other than the Refinancing); provided that any such pledge would not contravene the terms and conditions of the Loan Documents; and provided further however, that the definitive loan documentation with such lender, shall provide that: (i) such lender acknowledges and agrees that such pledge, and the lien and security interest created thereby, shall be subject and subordinate to any lien and security interest on such Member’s Interest (whether then existing or thereafter created) which secures a Member Loan made to such Member, and such lender shall covenant and agree to duly execute and deliver such documents that may be reasonably requested by the Contributing Member to evidence such subordination, and (ii) such lender shall provide a copy to both Members hereunder of any notice with respect to such lender’s intent to realize upon the pledged Interest after an event of default under such financing, and the Member which is not subject to the financing shall have the same period as provided to the defaulting Member under the applicable loan documents to remedy or cause to be remedied the defaults specified in such notice (to the extent such defaults are capable of being remedied by such Member). All sums expended by a Member to cure the loan defaults of a defaulting Member under this Section 9.5(a)(i) shall be treated as a Member Loan hereunder. In the event the applicable defaults are not so cured and the lender realizes upon the defaulting Member’s Interest, such realization shall be a permitted Transfer made hereunder. Each Member acknowledges and agrees that the Company shall not be required to bear any costs or expenses in connection with a financing of the type described in this Section 9.5(a)(i) (including, without limitation, any fees, costs or expenses payable to any Lender on account of such financing), and all such costs and expenses shall be borne solely by the Member to whom (or to the Affiliate of whom) such financing is made. In no event shall any such costs or expenses incurred by a Member pursuant to Article IV or V;and in accordance with the immediately prior sentence entitle such Member to a Capital Account credit hereunder. (ii) GCI and its successors and assigns may sell all or any portion of its Interest subject to the right of first offer in favor of CHT, on the terms set forth in Section 12.2 hereof; provided however, that with respect to the voting rights of any third party purchaser of a Transfer upon the death or disability portion of the Employee to the Employee’s Estate; orGCI Interest, such rights will be exercised by GCI on behalf of such purchaser as if GCI retained 100% of its Interest. (iii) CHT and its successors and assigns may sell all or any portion of its Interest subject to the right of first offer in favor of GCI, on the terms set forth in Section 12.2 hereof; provided however, that with respect to the voting rights of any third party purchaser of a Transfer made portion of the CHT Interest, such rights will be exercised by CHT on behalf of such purchaser as if CHT retained 100% of its Interest. (iv) CHT and its successors and assigns may, subject to the right of first offer in compliance with favor of GCI on the federal securities laws terms set forth in Section 12.2 hereof, assign or sell all or a portion of its Interest to an Employeea REIT sponsored by CNL Financial Group, Inc., a Florida corporation, or its Affiliates. (b) Indirect Transfers of a Member’s Trust; Interest shall be subject to the restrictions set forth in Section 9.1, provided, however, that it is expressly understood and agreed that if such Employee’s Trust at notwithstanding anything else contained in this agreement, any time includes any Person other than Member may sell its Interest without receiving the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf prior written consent of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnershipother Member in connection with a Liquidity Event. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Any Member may transfer all or any portion of such Member's Interest to any of the following Transfers (each a “Permitted Transfer”collectively, "PERMITTED TRANSFEREES") of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance without complying with the Securities Act and this Agreement and no opinion provisions of counsel shall be required in connection therewithSection 6.01: (ia) a Transfer made pursuant to Article IV or VAny Affiliate of such Member; (iib) a Transfer upon the death or disability Any other Member of the Employee Company, subject to any applicable rights of first offer and/or refusal in accordance with the Employee’s Estateprovisions of Section 6.03; (c) At any time on or after the Opening, any person or entity other than a Prohibited Transferee, subject to any applicable rights of first offer and/or refusal in accordance with the provisions of Section 6.03; (d) To an institutional lender as a pledge or security for any loan; and the Members agree to execute any separate consent to assignment reasonably required by such institutional lender; or (iiie) a Transfer made Any transferee approved in compliance with the federal securities laws to an Employee’s Trust; providedsole discretion of the other Member, however, provided that it is expressly understood and agreed not a Prohibited Transferee. In addition, any Member may transfer ownership interests in such Member (which transfers would otherwise be a prohibited indirect transfer pursuant to Section 6.01 above), without complying with the provisions of Section 6.01, provided that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transfereefollowing conditions are satisfied: (i1) no The transfer of interests in such Member is made solely for the purposes of raising capital to be contributed by the Member to the Company pursuant to a Contribution Notice, and such transfer is made within the three hundred sixty (360) day period beginning one hundred eighty (180) days before a Contribution Notice and ending one hundred eighty (180) days after a Contribution Notice; (2) The owners of the Member transfer an interest in such Member continue to control the management interests of such Member following the transfers, with the result that the Board representatives appointed by such Member transferring indirect interests shall remain unchanged following such transfers; (3) The transfer is not to a Prohibited Transferee; (4) The Non-Transferring Member reasonably approves of such transfer, unless such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3is an Institutional Investor; and (ii5) each The Transferring Member gives the Non-Transferring Member advance notice of such transferee intended transfer, and for a period of thirty (30) days the Non-Transferring Member shall be bound by the terms and conditions have an exclusive right of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer first negotiation with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior respect to such Transfer)transfer. After the end of said thirty (30) day period, the Non-Transferring Member's right of first negotiation shall expire.

Permitted Transfers. (a) The Partnership Parties acknowledge Notwithstanding anything to the contrary herein, the provisions of Sections 2 and agree that 3 hereof shall not apply to any of the following Transfers transfers (each each, a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (i) in the case of a Transfer made pursuant Current Holder or Investor that is an entity, to Article IV a transfer by such Current Holder or V; Investor to an Associated Entity of such Current Holder or Investor; (ii) to a Transfer upon repurchase of Capital Stock from a Current Holder or Investor by the death Company at a price no greater than that originally paid by such Current Holder or disability Investor for such Capital Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Employee to members of the Employee’s EstateBoard of Directors, including at least one director designated by an Investor other than the Selling Holder (if the Selling Holder is an Investor); or (iii) to a Transfer made repurchase of Capital Stock from a Holder pursuant to Section 5(b); (iv) in compliance the case of a Current Holder or Investor who is a natural Person, to a transfer of Capital Stock by such Current Holder or Investor, either on death by will or intestacy to his or her Immediate Family Members or during his or her lifetime to any custodian or trustee for the account of a Current Holder (provided that such transferor must provide the Company with advance written notice of such transfer); (v) in the federal securities laws case of a Current Holder or Investor who is a natural Person, to an Employeea transfer of Capital Stock by such Current Holder or Investor during his or her lifetime to such Current Holder’s TrustImmediate Family Members (provided that such transferor must provide the Company with advance written notice of such transfer and such transfer must be approved by the Board of Directors); or (vi) any other transfer excluded from Section 2 and/or Section 3 by the approval of Holders constituting a Requisite Approval; provided, however, that it is expressly understood and agreed that if notwithstanding any such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Permitted Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: clauses (i), (iv), (v) no or (vi), (A) such transferred Capital Stock shall remain Capital Stock for all purposes hereunder, and such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for treated as a Transfer back Current Holder (in the event the transferor was a Current Holder) or Investor (in the event the transferor was an Investor) (but only with respect to the Employee or securities so transferred to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (iitransferee) each such transferee shall be bound by the terms and conditions for all purposes of this Agreement (including the obligations with respect to Proposed Transfers of such Capital Stock pursuant to Sections 2 and 3); and (y) the Partnership Agreement and, if requested by the General Partner, transferee of such transferee shall Capital Stock must first agree in writing in advance to be bound by the terms and conditions comply with all applicable provisions of this Agreement and to the Partnership Agreementsame extent as the transferring Holder. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. Notwithstanding the provisions of Section 9.01 hereof, an Equityholder may Transfer all or a portion of such Equityholder’s Units, without compliance with the terms of Sections 9.04 (a) The Partnership Parties acknowledge and agree (b), as applicable, provided that any of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree agrees in writing to be bound by the terms and conditions of this Agreement and (ii) with regard only to transfers pursuant to subsection (a) below, the Partnership Agreement. (c) Notwithstanding Section 3.3(a), no Person may Transfer Subject Units if such Transfer has as transferee executes a purpose the avoidance proxy in favor of the restrictions transferor giving the transferor full right, power and authority to vote and otherwise control the Units being transferred, to any of the following persons (each such person, a “Permitted Transferee”): with respect to an Equityholder that is a natural person, during the lifetime of such Member, a trust or other Person established for the primary benefit of that Member, or such Member’s immediate family, and controlled by such Member; with respect to an Equityholder that is not a natural person, another entity that is an Affiliate of such Equityholder. with respect to an Equityholder that is a natural person and following the death of such Equityholder, to the beneficiary of a will, intestacy probate Proceeding or similar process with respect to such Equityholder. Effect of Transfer . If the Transferee is admitted as an Equityholder by the Administrator or is already an Equityholder, the Equityholder Transferring its Units shall be relieved of liability with respect to the Transferred Units arising or accruing under this Agreement on Transfers or after the effective date of the Transfer, provided that such Transferred Units are already fully paid-up by the transferor. The transferor shall not be relieved of any liability for prior distributions and unpaid capital commitment, if any, unless the Transferee affirmatively assumes, in writing, such liabilities. Any person who acquires in any manner Units or any part thereof in the Fund, whether or not such person has accepted and assumed in writing the terms and provisions of this Agreement or been admitted as an Equityholder, shall be deemed by the Partnership acquisition of such Units to have agreed to be subject to and bound by all of the provisions of this Agreement with respect to such Units, including without limitation, the provisions hereof with respect to any subsequent Transfer of such Units. The Fund (including the Administrator and the Manager, as applicable) and the Equityholders shall be entitled to treat the record owner of Units in the Fund as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units has been received and accepted by the Fund (including the Administrator and the Manager, as applicable). Any Transfer in violation of any provisions of this Agreement shall be null and void and ineffective to Transfer any Units in the Fund (including the Administrator and the Manager, as applicable) and shall not be binding upon or be recognized by the Fund, and any such Transferee shall not be treated as or deemed to be an Equityholder or a Member, as applicable, for any purpose. In the event that any Equityholder shall at any time Transfer its Units in violation of any of the provisions of this Agreement, the Fund and the other Equityholders, in addition to all rights and remedies at law and equity, shall have and be entitled to an order restraining or enjoining such transaction, it being understood expressly acknowledged and agreed that the purpose damages at law would be an inadequate remedy for a Transfer in violation of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer)Agreement.

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”) of all, but not less than all, of the Subject Units owned by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: ): (ii)(A) a Transfer made pursuant to a Redemption or Direct Exchange in accordance with Article IV XI hereof or V; (B) a Transfer by a Member to the Corporation or any of its Subsidiaries (including, for the avoidance of doubt, pursuant to the FPOS Contribution Agreement), (ii) a Transfer upon the death or disability to an Affiliate of the Employee to the Employee’s Estate; or such Member, (iii) a Permitted Pledge or (iv) a Transfer made in compliance with the federal securities laws to an Employee’s Trusta Person to whom such Pledged Units have been pledged as a result of a foreclosure on such Pledged Units; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than (x) the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth restrictions contained in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall will continue to apply to Units after any Permitted Transfer all of such Subject Units back to Units, (y) in the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf case of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and foregoing clause (ii) each such transferee shall be bound by ), the terms and conditions Permitted Transferees of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee Units so Transferred shall agree in writing to be bound by the terms and conditions provisions of this Agreement Agreement, and prior to such Transfer the transferor will deliver a written notice to the Company and the Partnership Agreement. Members, which notice will disclose in reasonable detail the identity of the proposed Permitted Transferee and (cz) Notwithstanding Section 3.3(ain the case of the foregoing clause (iv), no Person may Transfer Subject upon such Transfer, such Pledged Units if shall automatically be exchanged for Class A Common Stock, the transferor shall then automatically cease to be a Member of the Company with respect to such Pledged Units, and any shares of Class B Stock (together with any Corresponding Rights) corresponding to such Pledged Units shall be canceled and retired (including, in the case of the Searchlight Member, any such shares of Class B Stock held by a Searchlight Related Party), in each case, with the provisions of Article XI applying to such Transfer has mutatis mutandis (applied for this purpose as if the Corporation had delivered an Election Notice that specified a purpose Share Settlement with respect to such Redemption, and with the applicable Redemption Date occurring on the date of such Transfer) such that, for the avoidance of doubt, a Permitted Transferee described in clause (iv) shall not take ownership of such Units or shares of Class B Stock (and shall not become a Member hereunder), and instead shall take ownership of the restrictions on Transfers applicable shares of Class A Common Stock. In the case of a Permitted Transfer of any Common Units by any Member that is authorized to hold Class B Stock in this Agreement or accordance with the Partnership Agreement (it being understood that the purpose Corporation’s certificate of incorporation to a Permitted Transferee in accordance with this Section 3.3(c10.02, such Member (or any subsequent Permitted Transferee of such Member) is shall also transfer a number of shares of Class B Stock equal to prohibit the Transfer number of Subject Common Units to a transferee followed that were transferred by a change such Member (or subsequent Permitted Transferee) in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior transaction to such Permitted Transferee; provided, that, in the case of the Searchlight Member (or its subsequent Permitted Transferees), the foregoing obligation to transfer shares of Class B Stock shall be deemed satisfied so long as the SL Collective Registered Owner Requirement (as defined in the Corporation’s certificate of incorporation) remains satisfied immediately following consummation of such Permitted Transfer. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).. US-DOCS\114008886.14

Permitted Transfers. (a) The Partnership Parties acknowledge and agree that Notwithstanding any other provision of this Agreement, any of the following Transfers of a Membership Interest (each each, a “Permitted Transfer”) by any Member may occur without consent of any of the other Members, so long as no person or entity other than an existing Member may exercise any authority to direct all matters arising out of the Membership Interest; a Member cannot Transfer part of its Membership Interest and give another person or entity who is not already a Member any authority or powers as a Member: (a) Carondelet may Transfer all, but not less than all, of its Membership Interest to any other entity within Ascension Health Alliance or otherwise under the Subject Units owned by the Employee at the time direct or indirect control of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee to the Employee’s Estate; or (iii) a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the PartnershipAscension Health Ministries. (b) It is expressly understood and agreed that in Dignity may Transfer all, but not less than all, of its Membership Interest to any other entity within Dignity Health or otherwise under the event direct or indirect control of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement and, if requested by the General Partner, such transferee shall agree in writing to be bound by the terms and conditions of this Agreement and the Partnership AgreementDignity Health. (c) Notwithstanding Mercy Care may Transfer (i) all, but not less than all, of its Membership Interest to Dignity or to Carondelet, or (ii) half of its Membership Interest to Dignity and half of its Membership Interest to Carondelet. (d) Dignity may Transfer all, but not less than all, of its Membership Interest to (i) Carondelet or (ii) Mercy Care. (e) Carondelet may Transfer all, but not less than all, of its Membership Interest to (i) Dignity or (ii) Mercy Care. (f) District may Transfer all or part of its Membership Interest to any trust, foundation, nonprofit corporation, or charitable organization established by District for the sole purpose of benefiting District and/or its programs and/or facilities. Permitted Transfers may occur at different times; for example, Mercy Care could Transfer its Membership Interest half to Carondelet and half to Dignity, and thereafter Dignity could Transfer its Membership Interest, including the portion acquired from Mercy Care, to Carondelet without consent of the other Members. If a Transfer is not specifically listed as a Permitted Transfer in this Section 3.3(a4, then consent of a Supermajority of the Members is required under Section 2 of this Agreement. Such Permitted Transfers may include all or part of a Member’s Membership Interest or all or part of a Member’s right to distributions, but cannot include any Transfer of any part of a Member’s voting power to elect directors, appoint persons as officers or committee members, or otherwise vote on matters coming before Mercy Maricopa to any person or entity other than an existing Member. The number of Members of Mercy Maricopa eligible to vote, appoint, or otherwise exercise authority of a Member (as opposed to receiving distributions or rights as a passive owner) may become less than four (4), no Person may but cannot be increased from four (4) without the unanimous consent of all Members. In any Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred Agreement, the transferring Member shall provide the Corporation with written notice of all terms of the Transfer prior to such completion of the Transfer).

Permitted Transfers. (aSection 3(a) The Partnership Parties acknowledge and agree that any shall not prohibit a Transfer of the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned Shares by the Employee at the time of such Transfer shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: Holder (i) a Transfer made pursuant for the net settlement of Holder’s options to Article IV or V; purchase Shares, (ii) a Transfer upon for the death or disability exercise of the Employee Holder’s options to purchase Shares, to the Employee’s Estate; or extent such options would expire prior to the Effective Time (to pay the exercise price thereof and any tax withholding obligations), (iii) for the exercise of Holder’s options to purchase Shares, and the sale of a Transfer made in compliance with the federal securities laws to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relatives, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all sufficient number of such Subject Units back Shares acquired upon exercise of such options as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Holder as a result of such exercise or settlement, (iv) to any family member or trust for the benefit of any family member, (v) to any stockholder, member or partner of Holder, if an entity, (vi) to any Affiliate of Holder, (vii) to any person or entity if and to the Employee extent required by any non-consensual Order, by divorce decree or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant by will, intestacy or other similar Applicable Law or (viii) any other Company Shareholder who is already bound by a voting agreement substantially similar to this Section 3.3 andAgreement, provided furtherso long as, that if (A) in the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf case of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: foregoing clauses (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and ), (ii) each and (iii), Holder acknowledges and agrees that the Shares purchased upon such transferee net settlement or exercise of options shall be bound by subject to the terms restrictions in this Agreement, and conditions (B) in the case of this Agreement the foregoing clauses (iv), (v), (vi), (vii) and (viii), the Partnership Agreement and, if requested by the General Partner, such assignee or transferee shall agree in writing agrees to be bound by the terms and conditions of this Agreement and executes and delivers to the Partnership Agreement. parties hereto a written consent and joinder memorializing such agreement (c) Notwithstanding Section 3.3(aor is already bound by a substantially similar voting agreement), no Person may Transfer Subject Units if such Transfer has as a purpose . During the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose term of this Agreement, the Company will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Holder’s Shares, except as permitted by, and in accordance with, this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had such change in such relationship occurred prior to such Transfer3(b).

Permitted Transfers. The restrictions on transfer provided in Articles 2 and 3 shall be inapplicable to: 7.1 Transfers involving public sales pursuant to a registration statement filed under the Securities Act; 7.2 Transfers of shares of Stock by a Shareholder to his spouse or children, or to one or more trusts revocable only by him, limited partnerships, limited liability companies or similar entities established by such Shareholder, in each case created for the direct benefit of himself, his spouse or his children and in which he, his spouse and children are the only interest holders; 7.3 Transfers of shares of Stock between a Shareholder and his guardian or conservator; 7.4 Transfers of shares of Stock of a deceased Shareholder to his heirs or legal representatives; 7.5 Transfers of shares of Stock from a Shareholder to an Affiliate of such Shareholder; 7.6 Transfers of shares of Stock from one member of the Hong Kong Group to another member of the Hong Kong Group; or 7.7 Transfers of shares of Stock from Rinzai or one member of the Singapore Group to another member of the Singapore Group or to Rinzai. PROVIDED, that any such transfer is to a "Permitted Transferee" of such Person; and PROVIDED FURTHER, HOWEVER, that, in the case of any such transfer other than under Section 7.1, (a) The Partnership Parties acknowledge and agree that any the shares of Stock in the following Transfers (each a “Permitted Transfer”) of all, but not less than all, of the Subject Units owned by the Employee at the time hands of such Transfer transferees shall be deemed to be in compliance with the Securities Act and this Agreement and no opinion of counsel shall be required in connection therewith: (i) a Transfer made pursuant to Article IV or V; (ii) a Transfer upon the death or disability of the Employee remain subject to the Employee’s Estate; or (iii) terms of this Shareholders' Agreement and, as a Transfer made in compliance with the federal securities laws condition precedent to an Employee’s Trust; provided, however, that it is expressly understood and agreed that if such Employee’s Trust at any time includes any Person other than the Employee or his Relativestransfer, such that it fails to meet the definition of “Employee’s Trust” set forth in Exhibit A, then such Transfer shall no longer be in compliance with this Agreement and such Employee’s Trust shall Transfer all of such Subject Units back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3 and, provided further, that if the Employee’s Trust fails to make such a Transfer within 45 days of first including any Person other than the Employee or his Relatives, then the General Partner, on behalf of the Partnership, may, at its option, cause the Employee’s Trust to forfeit such Subject Units to the Partnership. (b) It is expressly understood and agreed that in the event of a Permitted Transfer to a Permitted Transferee: (i) no such transferee shall be entitled to make any further Transfers of Subject Units Transferred to such transferee except for a Transfer back to the Employee or to another Person to whom the Employee would have been able to Transfer Subject Units pursuant to this Section 3.3; and (ii) each such transferee shall be bound by the terms and conditions of this Agreement and the Partnership Agreement andtransferee, if requested by the General PartnerCompany or by any other party hereto, shall sign a counterpart of this Shareholders' Agreement, (b) all such transfers of shares by the Principal Shareholder shall be to, or shall result in voting control of all transferred shares being exercisable by, a single natural person and (c) all such transfers of shares by an Investor may, if of one hundred percent (100%) of its shares, include any Anti-Dilution Warrant then held by it, and shall be to, or shall result in voting control of all transferred shares being exercisable by, a single Affiliate of such Investor, respectively. In addition, any Shareholder may transfer shares of Common Stock to a tax-exempt charitable organization subsequent to the second anniversary of the date of this Shareholders' Agreement and such shares in the hands of any such transferee shall agree in writing not be subject to be bound by the terms and conditions of this Shareholders' Agreement other than the provisions of Article 2 as applicable to any proposed sale of shares of Stock by such organization, of Section 8.2 insofar as the provisions of either such Section require a sale of shares of Stock by such shareholder, and of Section 14.1 hereof. Any Shareholder making any such transfer will promptly notify the Partnership Agreement. (c) Notwithstanding Section 3.3(a)Company and each other Shareholder thereof, no Person may Transfer Subject Units if such Transfer has as a purpose the avoidance of the restrictions on Transfers in this Agreement or the Partnership Agreement (it being understood that the purpose of this Section 3.3(c) is to prohibit the Transfer of Subject Units to a transferee followed by a change in the relationship between the transferor and the transferee Schedule 1 hereto shall be amended promptly after the Transfer with the result and effect that the transferor has indirectly made a Transfer that would not have been directly permitted under this Agreement had giving of any such change in such relationship occurred prior to such Transfer)notice.