Common use of Restrictions on Transfers Clause in Contracts

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d)duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, any underwriter lock-up agreement applicable to such Partner the Shares or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without common stock issuable upon the prior written approval conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant, to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of shares of Class A Common Stock shall not be considered a “Transfer” counsel for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved transactions made pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsRule 144 except in unusual circumstances. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as otherwise expressly permitted by Section 8.021(b) or otherwise under this Agreement, and subject to Section 8.01(b)the Management Stockholders shall not sell, Section 8.01(cassign, transfer, convey, pledge or otherwise dispose of (collectively, “Transfer”) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant theretoRestricted Shares. Any such purported Transfer which is not in compliance with violation of the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and Section 1 shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement and shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreementhave no force or effect. (b) Except as otherwise expressly provided hereinNothing in Section 1(a) shall prevent the Transfer of any Restricted Shares by any Management Stockholder who is not established, it shall be a condition precedent resident or domiciled in The Netherlands to any of that Management Stockholder’s spouse, children or trusts for their benefit provided the Management Stockholder retains the sole and exclusive right to vote and dispose of any Restricted Shares transferred to the family member or trust; or (ii) by any Management Stockholder, upon a Management Stockholder’s death, to the Management Stockholder’s executors, administrators, testamentary trustees, legatees and beneficiaries; or (iii) by any Management Stockholder to any other Management Stockholder; provided, however, that any Transfer otherwise permitted or approved of Restricted Shares pursuant to this Article 8 that: (iSection 1(b)(iii) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 1(d). (c) Each Management Stockholder agrees that, as a condition precedent to any transfer described in Section 1(b), each transferee described in Section 1(b) (other than the Company, the Principal Stockholder or any Affiliate of each) shall deliver to the Company a copy of this Agreement signed by such transferee together with such other documentation as may be reasonably requested by the Company. (d) Prior to a Transfer of Restricted Shares pursuant to Section 1(b)(iii), the Management Stockholder transferring the Restricted Shares (the “Management Transferor”) shall give written notice thereof (the “Offering Notice”) to the Principal Stockholder, setting forth the number and Section 3.02type of Restricted Shares it desires to sell (the “Offered Shares”) and the price and the other terms and conditions relating to such proposed sale. The Principal Stockholder shall have the right, within the twenty (20) business day period following the date on which the Offering Notice shall have been given (the “Option Period”), to purchase all of the Offered Shares at the price and on the other terms and conditions as set forth in the Offering Notice. In the event the Principal Stockholder elects not to purchase the Offered Shares, upon the expiration of the Option Period, the Management Transferor may Transfer the Offered Shares to any other Management Stockholder at the price and on the other terms and conditions as set forth in the Offering Notice. For the avoidance of doubt, in no event shall the Principal Stockholder be permitted to pay a price that is greater than the Fair Market Value of the Offered Shares.

Restrictions on Transfers. (1) Except as provided in subsection F of this Article XIV, from the date hereof and through and including the Restriction Termination Date, (a) Except as expressly permitted by Section 8.02(A) no Person shall Beneficially Own outstanding shares of Capital Stock in excess of the Stock Ownership Limit, and subject (B) no Person shall Constructively Own outstanding shares of Capital Stock in excess of the Constructive Ownership Limit; (b) any purported Transfer that, if effective, would result in any Person Beneficially Owning shares of Capital Stock in excess of the Stock Ownership Limit or Constructively Owning shares of Capital Stock in excess of the Constructive Ownership Limit shall be void ab initio as to Section 8.01(b)the Transfer of that number of shares of Capital Stock which otherwise would be Beneficially Owned by such person in excess of the Stock Ownership Limit or Constructively Owned by such Person in excess of the Constructive Ownership Limit, Section 8.01(cand the intended transferee shall acquire no rights in such excess shares of Capital Stock; and (2) From the date hereof and Section 8.01(d)through and including the Restriction Termination Date, any underwriter lock-up agreement applicable Transfer that, if effective, would result in shares of Capital Stock being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio as to such Partner or the Transfer of that number of shares which would be otherwise beneficially owned (determined without reference to any other agreement between such Partner rules of attribution) by the transferee, and the Partnershipintended transferee shall acquire no rights in such shares of Capital Stock. (3) From the date hereof and through and including the Restriction Termination Date, PubCorp any Transfer of shares of Capital Stock that, if effective, would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of the taxable year) shall be void ab initio as to the Transfer of that number of shares of Capital Stock which would cause the Corporation to be “closely held” within the meaning of Section 856(h) of the Code, and the intended transferee shall acquire no rights in such shares of Capital Stock. (4) From the date hereof and through and including the Restriction Termination Date, any Transfer of shares of Capital Stock that, if effective, would cause the Corporation or any of their controlled Affiliates, without the prior written approval its Subsidiaries to Constructively Own 10% or more of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part ownership interests in a tenant of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions real property of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and Corporation or (ii) any other direct or indirect subsidiary (including, without limitation, partnerships and limited liability companies) of the Corporation (a “Subsidiary”), within the meaning of Section 856(d)(2)(B) of the Code, shall be void ab initio as to the Transfer of that number of shares of Class A Common Capital Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to which would cause the Partnership Corporation to be classified as a “publicly traded partnership” as that term is defined in Section 7704 Constructively Own 10% or more of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer ownership interests in a tenant of Units pursuant to this Agreementthe Corporation’s or a Subsidiary’s real property, including this Article 8, shall be subject to within the provisions meaning of Section 3.01 856(d)(2)(B) of the Code, and Section 3.02the intended transferee shall acquire no rights in such excess shares of Capital Stock.

Restrictions on Transfers. The Purchaser acknowledges that the Purchased Shares have not been registered under the Securities Act and that the Purchased Shares are being sold to the Purchaser pursuant to an exemption from registration under the Securities Act. The Purchaser agrees that it shall not (1) sell, transfer, assign, pledge, encumber or otherwise dispose of, whether for value, and whether directly or indirectly, any of the Purchased Shares or (2) enter into any agreements, option contracts, futures contracts, options on futures contracts, spot or forward contracts, caps, floors, collars or other agreements to purchase or dispose of, whether directly or indirectly, the economic or other risks of ownership of the Purchased Shares, or enter into any other hedging arrangements in respect of its holding of the Purchased Shares (each of (1) and (2), a “Transfer”), unless: (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and A registration statement providing for the Partnership, PubCorp or any of their controlled Affiliates, without registration under the prior written approval Securities Act of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) Purchased Shares that would allow for a Transfer of Registrable the type proposed to be made by the Purchaser is declared effective by the Commission under the Securities (as such term is defined Act, no stop order in respect thereof has been issued by the Investor Rights Agreement) in accordance with Commission and the Investor Rights Agreement shall not Transfer will be considered a “Transfer” for the purposes valid and effective under applicable state securities laws of the Agreement and (ii) any other Transfer United States of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that:America; (i) The Transfer is being made pursuant to an exemption from the Transferor shall have provided to registration requirements of the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly Securities Act or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated is otherwise permitted by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer Securities Act and (ii) the General Partner determinesPurchaser has, prior to the Transfer, delivered to the Seller (w) in the case of a Transfer (A) pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144 (or any successor provision) thereunder or (B) to any “accredited investor”, as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act pursuant to an exemption from registration thereunder (or any successor provision), an officer’s certificate certifying that such Transfer is undertaken in accordance with the applicable exemption, (x) a written legal opinion of counsel, addressed to the Seller and reasonably satisfactory to the Seller, stating that the Transfer is being made in accordance with an exemption from registration under, or is otherwise permitted by, the Securities Act, (y) a no-action letter from the Commission, in its reasonable discretioneffect advising that the Commission will not recommend any enforcement action in relation to the Transfer, or (z) a written acknowledgment or concurrence by the Company that the Transfer is being made in accordance with an exemption from registration under the Securities Act; provided, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause after the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 first anniversary of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer date of Units pursuant to this Agreement, including the Purchaser shall have no obligations under clause (ii) of this Article 8Section 8(b); or (c) The Transfer is being made to an affiliate (as defined in the Securities Act) of the Purchaser, shall be subject to which affiliate is otherwise an “accredited investor” within the provisions meaning of Section 3.01 and Section 3.02Regulation D under the Securities Act; provided, that the Transfer is not in violation of the Securities Act or any regulation thereunder.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner Member or any other agreement between such Partner Member and the PartnershipCompany, PubCorp RocketCo or any of their controlled Affiliates, without the prior written approval of the General PartnerManaging Member, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Partnership Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner Member of Units in violation of this Agreement (and a breach of this Agreement by such Limited PartnerMember) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))VIII, (i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not be considered a “Transfer” for purposes of this Agreement, (ii) the certificate of incorporation of RocketCo shall govern the conversion of Class B Common Stock to Class A Common Stock and the conversion of Class D Common Stock to Class C Common Stock, and a conversion pursuant to and in accordance with the certificate of incorporation of RocketCo shall not be considered a “Transfer” for purposes of this Agreement, (iii) a Transfer of Registrable Securities (as such term is defined in the Investor Registration Rights Agreement) in accordance with the Investor Registration Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (iiiv) any other Transfer of shares of Class A Common Stock or Class B Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 VIII that: (i) the Transferor shall have provided to the Partnership Company prior notice of such Transfer; and; (ii) the Transfer shall comply with all Applicable Laws; and (iii) with respect to any Transfer of any Common Unit that constitutes a portion of a Paired Interest, concurrently with such Transfer, such Transferor shall also Transfer to such Transferee the number of shares of Class C Common Stock or Class D Common Stock, as the case may be, constituting the remainder of such Paired Interest (which, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be). (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) thereto if such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determinesTransfer, in its the reasonable discretiondiscretion of the Managing Member, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to would cause the Partnership Company to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8VIII, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by the Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner permission shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval Common Stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable such ▇▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such term is defined in other matters related thereto as may be reasonably requested by the Investor Rights AgreementCompany, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject Subject to Section 8.01(b)1.5, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without absent the prior written approval consent of the General PartnerParent, no Limited Partner shall directly not to be unreasonably withheld or indirectly Transfer all or any part of its Units or any right or economic interest pertaining theretoconditioned, including the right to receive or have any economic interest in distributions or advances each Stockholder hereby agrees that, from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions date of this Agreement until the earlier of (x) the Expiration Date and (y) the date on which the Company Stockholder Approval is obtained, such Stockholder shall not, directly or indirectly, sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise) (each, a “Transfer”), either voluntarily or involuntarily, or enter into any swap, contract, option or other arrangement or understanding providing for the Transfer of, any rights, including economic consequences, arising from any shares of Company Common Stock (whether New Shares or Existing Shares) or agree to do any of the foregoing, other than any Permitted Transfer to a Permitted Transferee, but only if prior (and as a condition) to the effectiveness of such Transfer: (i) such Stockholder shall have given reasonable advance notice of such Transfer to Parent and the proposed form of written undertaking by the transferee to be bound by this Agreement and all obligations hereunder as if such transferee were a Stockholder and otherwise to become a party to this Agreement for all purposes hereunder, in each case, solely in respect of the Shares to be Transferred in accordance herewith; (ii) such form of undertaking shall be deemed a Transfer reasonably satisfactory in all material respects to Parent; and (iii) the transferee shall have executed and delivered, for the benefit of Parent, such undertaking to be bound by such Limited Partner of Units in violation of this Agreement (and all obligations hereunder as if such transferee were such Stockholder and otherwise to become a breach of party to this Agreement by such Limited Partnerfor all purposes hereunder, in each case, solely in respect of the Shares to be Transferred in accordance herewith. (b) and shall be null and void ab initio. Notwithstanding anything to the contrary set forth in this Article 8 Section 1.2, a Transfer shall not include any ordinary course Transfers by limited partners of any equity interests of any investment funds advised by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Advisors, LLC (other than Section 8.01(c))each such fund, “H&F”) not formed for the sole purposes of holding the shares of Company Common Stock, in and of themselves, so long as any such Transfer does not have any adverse effect on the ability of the applicable Stockholder to perform its obligations under this Agreement on the terms set forth herein. (c) For the avoidance of doubt, (i) no provision in this Agreement shall restrict a Stockholder from effecting any Transfer of Registrable Securities (as such term Shares following the date on which the Company Stockholder Approval is defined in obtained, and any Shares so Transferred to any person other than a Stockholder shall no longer constitute Shares subject to the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement provisions hereof and (ii) any other in no event shall the filing or effectiveness of a Registration Statement with respect to the Shares in and of itself be deemed a Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes in violation of this Agreement. (bd) Except as otherwise expressly provided hereinAs used in this Agreement, it “Permitted Transfer” shall be a condition precedent mean, in each case, with respect to each Stockholder, any Transfer otherwise permitted or approved pursuant to this Article 8 that: of Shares by such Stockholder (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and another Stockholder, (ii) if the Transfer shall comply with all Applicable Laws. Stockholder is a natural person (cA) Notwithstanding to any other provision member of this Agreement such Stockholder’s immediate family, (B) to a trust whose sole beneficiaries are such Stockholder and/or members of such Stockholder’s immediate family, or (C) upon the contrarydeath of such Stockholder, no Limited Partner shall directly or indirectly Transfer all or any part (iii) to an Affiliate of its Units such Stockholder (or any right or economic interest pertaining thereto)as applicable, other than a Transfer expressly contemplated by the Exchange Agreementeach, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderPermitted Transferee”). (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Any transfer of this Warrant or the Shares (athe “Securities”) Except as expressly permitted by Section 8.02must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, and subject to Section 8.01(b)assignment, Section 8.01(c) and Section 8.01(d)transfer, any underwriter lock-up agreement applicable to such Partner pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 thateither: (i) there is then in effect a registration statement under the Transferor shall have provided to the Partnership prior notice of Securities Act covering such Transfer; andproposed disposition and such disposition is made in accordance with such registration statement, or (ii) the Transfer (A) such Holder shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement have given prior written notice to the contraryCompany of such Holder’s intention to make such disposition and shall have furnished the Company with a reasonable detailed description of the manner and circumstances of the proposed disposition, no Limited Partner (B) the transferee shall directly have made the representations set forth in Section 10 with respect to itself as a Holder and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or indirectly Transfer all or (ii) a legal opinion to the effect that the transfer of such Securities may be effected in compliance with the terms of the Securities Act. Notwithstanding the foregoing, compliance with clauses (B) and (C) above shall not be required for any part transfer in compliance with Rule 144 and compliance with clause (C) above shall not be required for any transfer by the Holder to any affiliate of its Units the Holder (or any right fund or economic interest pertaining thereto)partnership under common control with one of more general partners or managing members of, other than or shares the same management company with, the Holder) or a Transfer expressly contemplated transfer by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating Holder to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderHolder’s partners, members or other equity owners, or retired partners, members or other equity owners or the estate of any partners, members or other equity owners or retired partners, members or other equity owners. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner Member or any other agreement between such Partner Member and the PartnershipCompany, PubCorp Clear Secure or any of their controlled Affiliates, without the prior written approval of the General PartnerManaging Member, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Partnership Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner Member of Units in violation of this Agreement (and a breach of this Agreement by such Limited PartnerMember) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))VIII, (i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not be considered a “Transfer” for purposes of this Agreement, (ii) the certificate of incorporation of Clear Secure shall govern the conversion of Class B Common Stock to Class A Common Stock and the conversion of Class D Common Stock to Class C Common Stock, and a conversion pursuant to and in accordance with the certificate of incorporation of Clear Secure shall not be considered a “Transfer” for purposes of this Agreement, (iii) a Transfer of Clear Secure Common Stock constituting Registrable Securities (as such term is defined in the Investor Registration Rights Agreement) in accordance with the Investor Registration Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (iiiv) any other Transfer of shares of Class A Common Stock or Class B Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 VIII that: (i) the Transferor shall have provided to the Partnership Company prior notice of such Transfer; and; (ii) the Transfer shall comply with all Applicable Laws; and (iii) with respect to any Transfer of any Common Unit that constitutes a portion of a Paired Interest, concurrently with such Transfer, such Transferor shall also Transfer to such Transferee the number of shares of Class C Common Stock or Class D Common Stock, as the case may be, constituting the remainder of such Paired Interest (which, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be). (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) thereto if such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determinesTransfer, in its the reasonable discretiondiscretion of the Managing Member, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to would cause the Partnership Company to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderthereunder or would result in the Company having more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)). (d) Any Transfer of Units pursuant to this Agreement, including this Article 8VIII, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and Until the Partnership, PubCorp or any consummation of their controlled Affiliates, without the prior written approval of the General Partnera Qualified IPO, no Limited Partner shall directly Member may Transfer, or indirectly Transfer permit or suffer to be Transferred, all or any part of its Units; provided, that (i) any Member may Transfer Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any if such Transfer which is not approved in compliance writing by the Initial Members in their sole discretion, (ii) any Member may Transfer Units if such Transfer is made by a Member to its Permitted Transferees (in the case of a natural Person holding Echo Shares, solely for bona fide estate planning purposes), (iii) any Member may Transfer Units if such Transfer is made pursuant to equity adjustments set forth in Section 2.03, Section 6.03 or Section 8.06 of the Contribution Agreement, (iv) any Member may Transfer Units if such Transfer is in accordance with the provisions of this Agreement Section 9.02 or Section 9.03, as applicable; provided further that in the event a transferee ceases to be a Permitted Transferee of the transferor, the transferee shall be deemed a promptly Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything back to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes Member or to another Permitted Transferee of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this AgreementMember. (b) Except as otherwise expressly provided hereinFollowing consummation of a Qualified IPO, it shall no Member may Transfer, or permit or suffer to be a condition precedent to Transferred, all or any Transfer otherwise permitted or approved pursuant to this Article 8 thatpart of its Units, except for the following Transfers: (i) Transfers approved in writing by each of the Transferor shall have provided to the Partnership prior notice of such Transfer; andInitial Members in their sole discretion; (ii) Transfers by a Member to its Permitted Transferees (in the case of a natural Person holding Echo Shares, solely for bona fide estate planning purposes); provided, that in the event a transferee ceases to be a Permitted Transferee of the transferor, the transferee shall promptly Transfer shall comply such Units back to the Member or to another Permitted Transferee of the Member; (iii) Transfers made pursuant to equity adjustments set forth in Section 2.03, Section 6.03 and Section 8.06 of the Contribution Agreement; (iv) Transfers by the MCK Members (or their Permitted Transferees) during the MCK Exit Window (pursuant to a Qualified MCK Exit made in compliance with all Applicable LawsSection 10.05 or in compliance with the Registration Rights Agreement); (v) Transfers by the Echo Shareholders (or their Permitted Transferees) of shares of Echo common stock (“Echo Shares”) in a Qualified Echo Sale made in compliance with Section 10.03 and the Registration Rights Agreement during the First Echo Sale Window or the Second Echo Sale Window; (vi) Transfers by the MCK Members (or their Permitted Transferees) during the First Echo Sale Window or the Second Echo Sale Window pursuant to the exercise of Tag-Along Rights (as defined in, and subject to, the Registration Rights Agreement) or by the Echo Shareholders (or their Permitted Transferees) during the MCK Exit Window pursuant to the exercise of Tag-Along Rights or by MCK Members (or their Permitted Transferees) or Echo Shareholders (or their Permitted Transferees) pursuant to the exercise of registration rights under Section 2.2 of the Registration Rights Agreement; (vii) Transfers (including pursuant to Exchanges pursuant to Section 11.04(e) or pursuant to the exercise of registration rights pursuant to the Registration Rights Agreement or in any other manner) by the Echo Shareholders (or their Permitted Transferees) and the MCK Members (or their Permitted Transferees) following expiration or termination of (i) the lockup period required by the underwriters in connection with the consummation of a Qualified IPO consummated after the IPO Preference Period or (ii) the Post-Echo Sale Lockup relating to the Second Echo Sale Window (or, if there is no underwriter lockup period in effect upon the expiration or termination of the Second Echo Sale Window, then upon the expiration or termination of the Second Echo Sale Window); (viii) Transfers by the Echo Shareholders (or their Permitted Transferees) of Echo Shares after a period of 90 days following the consummation of a Qualified MCK Exit pursuant to the exercise of registration rights pursuant to the Registration Rights Agreement or in any other manner; (ix) Transfers by any stockholder of Echo (other than the Sponsors (as defined in the Echo Shareholders Agreement) and any Other Investors (as defined in the Echo Shareholders Agreement) Affiliated with such Sponsors, MCK, the MCK Members or any of their respective Affiliates or Permitted Transferees) of Echo Shares at any time after a Qualified IPO; (x) Transfers by Echo to MCK or its Affiliates pursuant to Section 10.06(e). (c) Notwithstanding any other provision of this Agreement anything to the contrarycontrary herein, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) no Transfer shall be made except (1) in compliance with all applicable Laws, including the Securities Act, and (2) if all necessary regulatory approvals and third-party approvals, including any required approvals under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, shall have been obtained in respect of such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) neither the General Partner determinesMCK Members nor their Permitted Transferees shall be permitted to Transfer Units pursuant to Exchanges if it would result in MCK being required to consolidate the Company or Echo under Financial Accounting Standards Board Codification Topic 810, in its reasonable discretion, that such proposed Transfer Consolidation (when combined with or any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereundercomparable successor standard). (d) Any Notwithstanding anything to the contrary herein, no Transfers under this Agreement by Echo or the Echo Shareholders (with respect to any beneficial ownership in Echo) shall be permitted if (i) prior to the earlier to occur of the consummation of a Qualified MCK Exit and the expiration or termination of the MCK Exit Window, such Transfer would result in the Echo Shareholders (together with their Permitted Transferees who are subject to Section 3.4(b)(ii) of the Echo Shareholders Agreement) holding, directly or indirectly, less than 50.1% of any class and/or series of voting securities of Echo on a fully diluted basis (taking into account all securities of Echo convertible, exchangeable into or exercisable for Echo Shares) or (ii) prior to the earlier to occur of the consummation of a Qualified MCK Exit and the third (3th) anniversary of the Closing, the Membership Percentage of Echo falls to less than 17.5% (calculated on a fully-diluted basis taking into account any Units issuable upon (including pursuant to this AgreementSection 3.03) the conversion, including this Article 8exercise, shall be subject to exchange, settlement or vesting of Echo Shares or other Equity Securities of Echo and, without duplication, any Equity Securities of the provisions Company, Echo or any of Section 3.01 their Subsidiaries authorized for issuance under any Approved Plan (each of the thresholds under (i) and Section 3.02(ii), the “Echo Minimum Ownership”).

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject 8.02 (only to the extent permitted by Section 8.01(b), Section 8.01(c) and ), Section 8.01(d), Section 8.01(e), any underwriter lock-up agreement applicable to such Partner or Member, such Member’s Employee Equity Letter and/or any other agreement between such Partner Member and the PartnershipCompany, PubCorp Holdco, Pubco or any of their controlled Controlled Affiliates), without the prior written approval of the General PartnerManager, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Partnership Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner Member of Units in violation of this Agreement (and a breach of this Agreement by such Limited PartnerMember) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 VIII that: (i) the Transferor shall have provided to the Partnership Company prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsLaws and not result in any Regulatory Disqualification. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto)thereto if, other than a in the reasonable discretion of the Manager, such Transfer expressly contemplated by would cause the Exchange Agreement, unless and until Company (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury the Regulations promulgated thereunderthereunder or (ii) require the Company to be registered as an investment company under the United States Investment Company Act of 1940 (the “Investment Company Act”). In addition, notwithstanding any provision of this Agreement to the contrary, to the extent the Units do not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Manager shall impose such restrictions on the direct or indirect Transfer of Units or other interests in the Company as are necessary or advisable so that the Company is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8VIII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, any Transfer of Units by any Restricted Member shall be subject to the restrictions on Transfer attached hereto as Exhibit B.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or Neither this Warrant nor any of their controlled Affiliates▇▇▇▇▇▇’s rights hereunder may be transferred or assigned, whether in whole or in part, without the Company’s prior written approval consent (which consent may be withheld in the Company’s sole and absolute discretion), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant, the General PartnerUnits or any securities into which the Units shall have converted (collectively, no Limited Partner shall directly the “Securities”) must be in compliance with all applicable federal and state securities laws. ▇▇▇▇▇▇ agrees not to make any sale, assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such ▇▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided notice delivered by Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (aA) Except as expressly permitted by Section 8.02, Subject to Sections 4 and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner 5 and the Partnershipprovisions of any severance agreement that the Founder or the Founder Hold Co may enter into, PubCorp or any of their controlled Affiliatesthe Founder and the Founder Hold Co agree that, without the prior written approval consent of Majority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (which shall include Apoletto) and Majority Series C Preferred Shareholders, neither of them shall, directly or indirectly, sell, transfer, pledge, encumber, hypothecate or otherwise dispose of any of its Shares in the Company or any of other Group Companies. In the case that any Share is held by its ultimate beneficial owner through one or more level of holding companies, any transfer, repurchase, or new issuance of the General Partner, no Limited Partner shares of such holding companies or similar transactions that have the effect of change the beneficial ownership of such Share shall directly or indirectly Transfer all or any part be deemed as an indirect transfer of its Units or any right or economic interest pertaining thereto, including such Shares. The Parties agree that the right to receive or have any economic interest restrictions on the transfer of the Shares held by the Founder and the Founder Hold Co contained in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by apply to such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) indirect transfer and shall not be null and void ab initio. circumvented by means any indirect transfer of the Shares. (B) Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))contained herein, (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement transfer restriction shall not be considered apply to transfer, through a “Transfer” for the purposes single transaction or a series of transactions, of no more than one percent (1%) of the Shares of the Company immediately after the Closing on a fully diluted basis as of the date hereof, to any third party (the “Permitted Transferee”); provided that adequate documentation therefor is provided to the Preferred Shareholders to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor by executing an Adherence Agreement as provided in Section 6.1(d). The transfer restrictions set forth in Section 4 and (ii) any other Transfer of shares of Class A Common Stock Section 5 shall not be considered apply to any transfer to the Permitted Transferee if the Founder transfers, through a “Transfer” for purposes single transaction or a series of this Agreementtransactions, no more than one percent (1%) of the Shares of the Company immediately after the Closing on a fully diluted basis, to any Permitted Transferee. (bC) Except as otherwise expressly provided herein, it Each Investor shall be a condition precedent not assign or transfer any Shares of the Company held by such Investor to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsPerson listed out in Annex C hereof. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted This Option is not transferable by Section 8.02you, and is exercisable only by you, and may not be sold, assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) except that upon your death this Option may be transferred subject to Section 8.01(b)all of the terms and conditions contained in this Agreement, Section 8.01(c(A) to your then-current spouse, parents or lineal descendants, or to trusts or custodianships established for any such person, (B) by operation of the laws of descent and Section 8.01(d)distribution, any underwriter lock-up agreement applicable (C) by disposition pursuant to the terms of your last will and testament, to such Partner spouse, parent or lineal descendant or (D) otherwise to your estate. This Option shall not be subject to execution, attachment or similar proceeding. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option or any other agreement between such Partner interest herein, and the Partnership, PubCorp levy of any attachment or similar proceeding upon this Option or any of their controlled Affiliatesinterest herein, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (and without effect except as such term is defined provided in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreementpreceding sentence. (b) Except The Company may postpone the time of delivery of certificates for the shares issuable upon the exercise of this Option for such additional time as otherwise expressly provided hereinthe Company shall deem necessary or desirable to enable it to comply with the listing requirements of any securities exchange or the National Association of Securities Dealers, it shall Inc. upon which shares of the Company may then or are then contemplated to be a condition precedent listed or quoted, or the requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules or regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to any Transfer otherwise permitted the authorization, issuance or approved pursuant to this Article 8 that:sale of securities. (i) the Transferor shall have provided You hereby represent and warrant to the Partnership prior notice Company that (A) this Option and all Shares hereafter purchased or otherwise acquired by you have been and are being acquired by you for your own account for investment, without any intention of selling or further distributing the same, (B) you do not presently have any reason to anticipate any change in circumstances or any other particular occasion or event which would cause you to sell the Option or any of such Transfer; andShares, and (C) you are fully aware that in agreeing to grant the Option and/or sell or issue such Shares to you, and in entering into this Agreement, the Company has relied and is relying upon the truth and accuracy of these representations and warranties. (ii) Each instrument, agreement or certificate the Transfer Company has issued or will issue to represent this Option shall comply with all Applicable Laws. (c) Notwithstanding any other provision of prominently bear a legend making reference to this Agreement and securities laws applicable to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless Shares acquired upon exercise hereof and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02Stockholders' Agreement.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c), Section 8.01(d) and Section 8.01(d8.01(e), any underwriter lock-up agreement applicable to such Partner or Member, any Employee Equity Letter and/or any other agreement between such Partner Member and the PartnershipCompany, PubCorp Pubco or any of their controlled Affiliates, without the prior written approval of the General PartnerManaging Member, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Partnership Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner Member of Units in violation of this Agreement (and a breach of this Agreement by such Limited PartnerMember) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))VIII, (i) the Exchange Agreement shall govern the exchange of Paired Interests for shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall not be considered a “Transfer” for purposes of this Agreement, (ii) the certificate of incorporation of Pubco shall govern the conversion of Class B Common Stock to Class A Common Stock and the conversion of Class D Common Stock to Class C Common Stock, and a conversion pursuant to and in accordance with the certificate of incorporation of Pubco shall not be considered a “Transfer” for purposes of this Agreement, (iii) a Transfer of Registrable Securities (as such term is defined in the Investor Registration Rights Agreement) in accordance with the Investor Registration Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (iiiv) any other Transfer of shares of Class A Common Stock or Class B Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 VIII that: (i) the Transferor shall have provided to the Partnership Company prior notice of such Transfer; and; (ii) the Transfer shall comply with all Applicable Laws; and (iii) with respect to any Transfer of any Common Unit that constitutes a portion of a Paired Interest, concurrently with such Transfer, such Transferor shall also Transfer to such Transferee the number of shares of Class C Common Stock or Class D Common Stock, as the case may be, constituting the remainder of such Paired Interest (which, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the case may be). (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) thereto if such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determinesTransfer, in its the reasonable discretiondiscretion of the Managing Member, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to would cause the Partnership Company to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8VIII, shall be subject to the provisions of Section 3.01 and Section 3.02. (e) For the avoidance of doubt, in addition to any restrictions on Transfer set forth in this Article VIII that may apply to such Transfer, (i) any Transfer of Units by any Member shall be subject to the restrictions on Transfer applicable thereto pursuant to any Employee Equity Letter to which such Member is a party and (ii) any Transfer of Employee Holdco Interests (as defined below) shall be subject to the restrictions on Transfer applicable thereto pursuant to the Employee Holdco LLC Agreement.

Restrictions on Transfers. (a) Except as expressly permitted by provided in Section 8.02, and subject to Section 8.01(b4.5(c), Section 8.01(cnotwithstanding the other provisions of this Article IV, a transfer of any Shares may be made only to the extent that such transfer would (i) not violate the then applicable federal or state securities laws or rules and Section 8.01(d)regulations of the Commission, any underwriter lock-up agreement applicable to such Partner state securities commission or any other agreement between governmental authority with jurisdiction over such Partner and transfer, (ii) not terminate the Partnership, PubCorp existence or qualification of the Company under the laws of the jurisdiction of its formation or (iii) not conflict with the restrictions set forth in Article VIII. (b) The Company may impose restrictions on the transfer of Shares if it receives an Opinion of Counsel that (i) such restrictions are necessary or advisable to preserve the uniformity of the Shares (or any class or series thereof) and (ii) that such restrictions would not prevent the Company from qualifying as a REIT (so long as the Company has determined to qualify as a REIT). The Board of their controlled AffiliatesDirectors may, without the prior written consent or approval of any Members, impose such restrictions or otherwise to the General Partnerextent the Board of Directors determines that it is necessary or desirable to do so; provided, no Limited Partner shall directly however, that any amendment that would result in the delisting or indirectly Transfer all suspension of trading of any class of Shares on the principal National Securities Exchange on which such class of Shares is then listed or admitted for trading must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Shares of such class, and that the Board of Directors determines that any part of its Units such restrictions would not prevent the Company from qualifying as a REIT (so long as the Company has determined to qualify as a REIT). (c) Nothing contained in this Article IV or any right or economic interest pertaining thereto, including the right to receive or have any economic interest elsewhere in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed preclude the settlement of any transactions involving Shares entered into through the facilities of any National Securities Exchange on which such Shares are listed or admitted for trading. (d) In the event that any Share is evidenced in certificated form, each such Certificate shall bear a Transfer by such Limited Partner conspicuous legend including the restrictions set forth in this Section 4.5 in accordance with the requirements of Units the Delaware Act, substantially in violation of this Agreement the form set forth in Section 8.1(i). (and a breach of this Agreement by such Limited Partnere) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (Agreement, other than transfers to any Permitted Transferee(s) or the Initial Member, to the extent that the Class B Common Share is entitled to the majority voting power pursuant to Section 8.01(c)5.2(a), (i) a Transfer of Registrable Securities (as the Class B Common Share may be transferred only if and to the extent that such term transfer is defined in approved by Special Approval, such approval not to be unreasonably withheld; provided, that when determining whether to grant such Special Approval, the Investor Rights Agreement) in accordance with Conflicts Committee shall take into account the Investor Rights Agreement shall not be considered a “Transfer” for the purposes interests of the Agreement Company and (ii) any other Transfer the holders of shares of the Class A Common Stock Shares ahead of the interests of the holder of the Class B Common Share. For the avoidance of doubt, the transfer of an interest in a publicly-traded Person that holds the Class B Common Share shall not be considered constitute a “Transfer” transfer for purposes of this Agreementhereof. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02Absent the written consent of the Board, and subject no Holder shall Transfer any Shares to any Person nor shall the Company issue, sell or otherwise Transfer any Shares to any Person: (i) if such Transfer, issuance or sale would, if effected, (A) violate any applicable securities or other laws, (B) unless the Shares are registered pursuant to Section 8.01(b12(b) or 12(g) of the Exchange Act, result in the Company having Holders of record exceeding in number either (x) 2,000 or (y) 500 or more Persons who are not Accredited Investors or (C) limit, impair or eliminate the Company’s net operating losses; (ii) if the transferee or the Person being issued or sold the Shares is determined by the Board, in its good faith judgment, to be a competitor, customer or supplier of the Company or any Subsidiary and such Transfer would be adverse to the Company and its Subsidiaries taken as a whole; (iii) unless, except as otherwise set forth in Section 2.1(b), Section 8.01(cthe transferee or the Person to whom Shares are being issued or sold the Shares (A) is a Holder or (B) becomes a Holder by (x) executing and Section 8.01(d)delivering to the Company a Joinder Agreement in the form attached hereto as Exhibit A and (y) if such Person is a resident of a jurisdiction with a community or marital property system, any underwriter lock-up agreement applicable cause his or her spouse to execute a Spousal Acknowledgement in the form attached hereto as Exhibit B; and (iv) if such Partner Transfer, issuance or sale would have adverse regulatory consequences on the Company or any other agreement between such Partner and Subsidiary, including (A) subjecting the Partnership, PubCorp Company or any of their controlled AffiliatesSubsidiary to review or investigation conducted by the Committee on Foreign Investment in the United States; (B) requiring that the Company or any Subsidiary be deemed to be operating under foreign ownership, without control or influence within the prior written approval meaning of the General Partner, no Limited Partner shall directly National Industrial Security Program Operating Manual; (C) creating an actual or indirectly Transfer all potential organizational conflict of interest that cannot be mitigated; or (D) subjecting the Company or any part Subsidiary to suspension or debarment from receiving contracts with the United States. (b) The requirements of its Units Section 2.1(a) shall not apply to (i) a Transfer by the ESOP Trust of all of the outstanding Shares Beneficially Owned by the ESOP Trust to a Person that is not an Affiliate of the Company, the ESOP, the ESOP Trust or the ESOP Trustee or (ii) a Transfer by the ESOP Trust of any right or economic interest pertaining theretoShares to a Participant; provided, including however, that in the right event of a Transfer by the ESOP Trust of any Shares to receive or have any economic interest a Participant, the Company shall request in distributions or advances from writing the Partnership pursuant theretoParticipant to execute and deliver to the Company a Joinder Agreement. Any such Transfer which or purported Transfer of Shares that is not in compliance with the provisions of this Agreement Article II shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (void and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated recognized by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderCompany. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by the Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner permission shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval Common Stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such term is defined in other matters related thereto as may be reasonably requested by the Investor Rights AgreementCompany, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted This Option and any Shares issued upon exercise thereof are not transferable by Section 8.02you, and this Option is exercisable only by you, and this Option and any Shares issued upon exercise thereof, may not be sold, assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) except that, (i) Shares may be transferred in accordance with Section 6 of this Agreement, and (ii) upon your death this Option or such Shares may be transferred subject to Section 8.01(b)all of the terms and conditions contained in this Agreement, Section 8.01(c(A) to your then-current spouse, parents or lineal descendants, or to trusts or custodianships established for any such person, (B) by operation of the laws of descent and Section 8.01(d)distribution, any underwriter lock-up agreement applicable (C) by disposition pursuant to the terms of your last will and testament, to such Partner spouse, parent or lineal descendant or (D) otherwise to your estate. Neither this Option nor any Shares shall be subject to execution, attachment or similar proceeding. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option or such Shares or any other agreement between such Partner interest therein, and the Partnership, PubCorp levy of any attachment or similar proceeding upon this Option or such Shares or any of their controlled Affiliatesinterest therein, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (and without effect except as such term is defined provided in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreementpreceding sentence. (b) Except The Company may postpone the time of delivery of certificates for the shares issuable upon the exercise of this Option for such additional time as otherwise expressly provided hereinthe Company shall deem necessary or desirable to enable it to comply with the listing requirements of any securities exchange or the National Association of Securities Dealers, it shall Inc. upon which shares of the Company may then or are then contemplated to be a condition precedent listed or quoted, or the requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules or regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to any Transfer otherwise permitted the authorization, issuance or approved pursuant to this Article 8 that:sale of securities. (i) the Transferor shall have provided You hereby represent and warrant to the Partnership prior notice Company that (A) this Option and all Shares hereafter purchased or otherwise acquired by you have been and are being acquired by you for your own account for investment, without any intention of selling or further distributing the same, (B) you do not presently have any reason to anticipate any change in circumstances or any other particular occasion or event which would cause you to sell the Option or any of such Transfer; andShares, and (C) you are fully aware that in agreeing to grant the Option and/or sell or issue such Shares to you, and in entering into this Agreement, the Company has relied and is relying upon the truth and accuracy of these representations and warranties. (ii) Each instrument, agreement or certificate the Transfer Company has issued or will issue to represent this Option shall comply with all Applicable Laws. (c) Notwithstanding any other provision of prominently bear a legend making reference to this Agreement and securities laws applicable to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderShares acquired upon exercise hereof. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject Subject to Section 8.01(b)5(b) below, Section 8.01(c) and Section 8.01(d)this Warrant may not be transferred or assigned, any underwriter lock-up agreement applicable to such Partner in whole or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliatesin part, without the Company’s prior written approval consent (which shall not be unreasonably withheld), and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable such H▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such term is defined in other matters related thereto as may be reasonably requested by the Investor Rights AgreementCompany, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of shares of Class A Common Stock shall not be considered counsel for a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved transfer pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 Rule 144 of the Code and Treasury Regulations promulgated thereunderSecurities Act except in unusual circumstances. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval Any transfer of the General PartnerShares or the Common Stock issuable upon conversion of the Shares (collectively the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement terms of the notice delivered by the Holder to the Company; provided, that the requirements of Section 6(a)(ii)(C) shall not be considered a “Transfer” for apply in the purposes case of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreementpermitted transfers under Section 6(b). (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Other than Permitted Transfers (a) Except as expressly permitted by Section 8.02defined below), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner permission shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly otherwise permitted by Section 8.02this Agreement, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner no Member shall Transfer all or any other agreement between such Partner and portion of its Units. In the Partnership, PubCorp event that any Member pledges or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer otherwise encumbers all or any part of its Units as security for the payment of a Debt, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all of the terms and conditions of this Article IX. In the event such pledgee or secured party becomes the Unit Holder hereunder pursuant to the exercise of such party’s rights under such pledge or hypothecation agreement, such pledgee or secured party shall be bound by all terms and conditions of this Operating Agreement and all other agreements governing the rights and obligations of Unit Holders. In such case, such pledgee or secured party, and any right transferee or economic interest pertaining theretopurchaser of the Units held by such pledgee or secured party, including the right to receive or shall not have any economic Membership Voting Interest attached to such Units unless and until the Directors have approved in writing and admitted as a Member hereunder, such pledgee, secured party, transferee or purchaser of such Units. A Member will be deemed to have transferred its Membership Interests if it sells its assets or stock, merges, or in any way alters its structure so as to have the effect of changing at least fifty-percent (50%) of the control of the member from the control as it existed at the time such entity became a Member. Each Member hereby acknowledges the reasonableness of the restrictions on Transfer of Membership Interests imposed by this Agreement in view of the Company’s purposes and the relationship of the Members. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable. Any purported Transfer of an interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not Company in compliance with violation of the provisions terms of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer and of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreementno effect. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject Subject to Section 8.01(b)5(b) below, Section 8.01(c) and Section 8.01(d)this Warrant may not be transferred or assigned, any underwriter lock-up agreement applicable to such Partner in whole or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliatesin part, without the Company’s prior written approval consent (which shall not be unreasonably withheld), and any attempt by the Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares or the shares of Common Stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, in substantially the form of Exhibit A-1 hereto, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such term is defined in other matters related thereto as may be reasonably requested by the Investor Rights AgreementCompany, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer notice delivered by such Holder to the Company. The Company agrees that it will not require an opinion of shares of Class A Common Stock shall not be considered counsel for a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved transfer pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 Rule 144 of the Code and Treasury Regulations promulgated thereunderSecurities Act except in unusual circumstances. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly No shares of any class or series of the capital stock of the Corporation may be transferred to a Non-U.S. Citizen or to a holder of record that will hold such shares for or on behalf of a Non-U.S. Citizen if, upon completion of such transfer, the number of shares of such class or series beneficially owned by Non-U.S. Citizens in the aggregate would exceed the Permitted Percentage for such class or series. Any transfer or purported transfer of beneficial ownership of any shares of any class or series of capital stock of the Corporation, the effect of which would be to cause Non-U.S. Citizens in the aggregate to beneficially own shares of any class or series of capital stock of the Corporation in excess of the Permitted Percentage for such class or series, shall, to the fullest extent permitted by Section 8.02law, be void ab initio and subject ineffective, and, to Section 8.01(b)the extent that the Corporation or its transfer agent (if any) knows that such transfer or purported transfer would, Section 8.01(c) and Section 8.01(d)if completed, any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything the restrictions on transfers to the contrary Non-U.S. Citizens set forth in this Article 8 EIGHTH, neither the Corporation nor its transfer agent (other than Section 8.01(c)), (iif any) a Transfer of Registrable Securities (as shall register such term is defined in transfer or purported transfer on the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes stock transfer records of the Agreement Corporation and neither the Corporation nor its transfer agent (iiif any) shall recognize the transferee or purported transferee thereof as a stockholder of the Corporation with respect to such shares for any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” purpose whatsoever (including for purposes of voting, dividends and other distributions) except to the extent necessary to effect any remedy available to the Corporation under this AgreementArticle EIGHTH. In no event shall any such registration or recognition make such transfer or purported transfer effective unless the Board of Directors shall have expressly and specifically authorized the same. (b) Except as otherwise expressly provided hereinIn connection with any proposed or purported transfer of shares of any class or series of the capital stock of the Corporation, it shall any transferee or proposed or purported transferee of shares may be a condition precedent required by the Corporation or its transfer agent (if any) to any Transfer otherwise permitted or approved pursuant to this Article 8 that: deliver (i) a certification by such transferee or proposed or purported transferee (which may include as part thereof an affidavit) upon which the Transferor Corporation and its transfer agent (if any) shall have provided be entitled (but not obligated) to the Partnership prior notice of rely conclusively, stating whether such Transfer; and transferee or proposed or purported transferee is a U.S. Citizen, and (ii) such other documentation and information concerning the Transfer citizenship of such transferee or proposed or purported transferee (as applicable) under Article EIGHTH, Section 8 as the Corporation may request in its sole discretion. Registration and recognition of any transfer of shares may be denied by the Corporation upon refusal or failure to furnish any of the foregoing Citizenship Statements. Each proposed or purported transferor of such shares shall comply reasonably cooperate with all Applicable Lawsany requests from the Corporation to facilitate the transmission of requests for such Citizenship Statements to the proposed or purported transferee and such proposed or purported transferee’s responses thereto. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 this Article EIGHTH, the Corporation shall be entitled (but not obligated) to rely, without limitation, on the stock transfer and Section 3.02other stockholder records of the Corporation (and its transfer agent, if any) for the purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies, and otherwise conducting votes of stockholders.

Restrictions on Transfers. (a) Except as expressly permitted by Subject to Section 8.025(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02This Warrant may not be transferred or assigned in whole or in part without the Company's prior written consent, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the "Securities") must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder's intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee's own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company, at the Holder's expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a "no action" letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. It understands and agrees as follows: (a) Except as expressly permitted by Section 8.02The certificates evidencing the Shares (and the Common Stock issuable upon conversion of the Preferred Shares), and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval each certificate issued in transfer of the General Partnerforegoing, no Limited Partner shall directly will bear the following legend (or indirectly Transfer all or any part of its Units or any right or economic interest pertaining theretosubstantially similar legend): "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant theretoAS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))THE SECURITIES MAY NOT BE OFFERED, (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this AgreementSOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFICATION UNDER ANY STATE SECURITIES LAWS." (b) Except as It will not offer, sell, transfer of otherwise expressly provided hereindispose of any of the Shares or, it shall be a condition precedent to if applicable, any Transfer otherwise permitted or approved pursuant to this Article 8 that: Common Stock issuable upon conversion of the Preferred Shares, unless (i) an effective registration under the Transferor shall have provided to Securities Act covers the Partnership prior notice disposition of such Transfer; and securities or (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement it has delivered to the contraryCompany an opinion of counsel, no Limited Partner shall directly reasonably satisfactory to the Company, that such offer, sale, transfer or indirectly Transfer all other disposition will not require registration of such securities under the Securities Act or qualification under any part state securities laws. Upon request of its Units a holder of Shares (or any right or economic interest pertaining theretoCommon Stock issued upon conversion of Preferred Shares), other than the Company shall remove any such legend from each certificate evidencing such Shares (or such Common Stock), or shall issue to such holder a Transfer expressly contemplated by new certificate or certificates for such Shares (or such Common Stock), which certificate or certificates shall be free of such transfer legend, provided that with such request, the Exchange AgreementCompany shall have received an opinion of counsel, unless and until (i) which opinion is reasonably satisfactory to the Company, to the effect that such Limited Partner provides the General Partner with information legend is no longer necessary or required (including, if requestedwithout limitation, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 because of the Code and Treasury Regulations availability of the exemption afforded by Rule 144 promulgated thereunderunder the Securities Act). (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and ), Section 8.01(d), Section 8.01(e), and any underwriter lock-up agreement applicable to such Partner or Member and/or any other agreement between such Partner Member and the PartnershipCompany, PubCorp Pubco or any of their controlled Affiliates, without the prior written approval of the General PartnerManaging Member, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Partnership Company pursuant thereto, to any Person that is not a Permitted Transferee. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner Member of Units in violation of this Agreement (and a breach of this Agreement by such Limited PartnerMember) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))8, (i) a Transfer Section 10.03 of Registrable Securities (as such term is defined in this Agreement shall govern the Investor Rights Agreement) exchange of LLC Units for shares of Class A Common Stock, and an exchange pursuant to, and in accordance with the Investor Rights with, Section 10.03 of this Agreement shall not be considered a “Transfer” for the purposes of the Agreement this Agreement, and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership Company prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsLaws and the Managing Member shall be reasonably satisfied that such Transfer will not result in a violation of the Securities Act. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a thereto if such Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited would result in the Company failing to satisfy the “safe harbor” requirements under Treasury Regulations Section 1.7704-1(h) (the “100 Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warrantiesSafe Harbor”) relating to such proposed Transfer and or (ii) in the General Partner determinesreasonable discretion of the Managing Member, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to would cause the Partnership Company to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and the Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.023.03. (e) If there is a Transfer of Units to Permitted Transferees pursuant to this Agreement, the Units held by each such Permitted Transferee shall be included in calculating the Substantial Ownership Requirement.

Restrictions on Transfers. Stockholder hereby agrees that, from the date hereof until the earlier of the Expiration Date and the conclusion of the Company Stockholder Meeting, Stockholder shall not, directly or indirectly, (a) Except as expressly permitted sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by Section 8.02merger, by testamentary disposition, by operation of law or otherwise) (a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to the Transfer of any Shares, other than any Transfer made solely for estate planning purposes or philanthropic purposes, but only if, in each case, prior to or upon the effectiveness of such Transfer, the transferee agrees in writing to be bound by the terms hereof and subject notice of such Transfer is delivered to Parent pursuant to Section 8.01(b)5.02 hereof, Section 8.01(c(b) and Section 8.01(d)deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, any underwriter lock-up agreement applicable or (c) agree (whether or not in writing) to such Partner or any other agreement between such Partner and the Partnership, PubCorp or take any of their controlled Affiliates, without the prior written approval of actions referred to in the General Partner, no Limited Partner shall directly foregoing clause (a) or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initiob). Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))foregoing, (i) a Transfer of Registrable Securities (as such term is defined in nothing herein will prohibit the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a Stockholder from “Transfernet exercising” for the purposes of the Agreement any Company Stock Awards and (ii) any other Transfer if “net exercising” is not permitted with respect to a Company Stock Award, then nothing herein will prohibit the Stockholder from exercising such Company Stock Award and selling a number of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent acquired from such exercise in an amount no greater than required to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) cover the Transferor shall have provided to exercise price in connection with the Partnership prior notice exercise of such Transfer; and Company Stock Award (but the actions permitted under this clause (ii) will only be permissible for the Transfer shall comply with all Applicable Lawsfirst 10 Business Days following such exercise). (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner permission shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval Ordinary Shares issuable upon conversion of the General PartnerShares (collectively, no Limited Partner shall directly the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. No Shareholder will, or will permit any of its Affiliates (aincluding the ultimate beneficial owners of such Shareholder) Except as expressly permitted to, directly or indirectly, by Section 8.02operation of law or otherwise, and subject to Section 8.01(bsell, exchange, transfer, convey, assign, mortgage, pledge, encumber or otherwise dispose of any direct or indirect interest in, or beneficial ownership of (each, a “Transfer”), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units or such Shareholder’s Restricted Shares to any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not Person except in compliance with this Article III. The LATAM Controlling Shareholders and TEP each shall have the right, exercisable at any time or from time to time by written notice delivered to the other Shareholder(s), to exempt from the provisions of this Agreement shall be deemed a Transfer by such Limited Partner Article III all or any portion of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of its shares of Class A Restricted Common Stock shall not be considered to exceed [·] shares1 (any such shares so exempted by a Shareholder at any time, its “Transfer” for purposes of this Agreement. (b) Exempted Shares”). Except pursuant to Section 3.04 or as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided prior to the Partnership prior notice Third Anniversary, no Shareholder will, or will permit any of its Affiliates (including the ultimate beneficial owners of such Transfer; and (iiShareholder) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contraryto, no Limited Partner shall directly or indirectly indirectly, Transfer all or any part portion of its Units Restricted Shares to any Person, unless the other Shareholder(s) has or have given its or prior written consent to such Transfer. On and after the Third Anniversary, the Shareholders shall have the right to Transfer, or to permit any of its Affiliates (or any right or economic interest pertaining thereto)including the ultimate beneficial owners of such Shareholder) to Transfer, their Restricted Shares only pursuant to and in compliance with the terms of Sections 3.02, 3.03 and 3.04. Any Transfer made other than a Transfer expressly contemplated in compliance with the terms of this Article III shall be null and void and of no force or effect. The Shareholders shall be entitled to specific performance (to the extent permitted by applicable Law) of their rights under this Article III, in addition to any other legal and equitable remedies to which they may be entitled under applicable Law. 1 Insert the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (includingnumber of shares of LATAM Common Stock which, if requestedthey were Exempted Shares of TEP, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 would make TEP’s Restricted Common Stock represent 12.5% of the Code and Treasury Regulations promulgated thereunderoutstanding shares of LATAM Common Stock determined on a fully diluted basis immediately after the Effective Time. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted Grupo VM shall not, directly or indirectly, by Section 8.02operation of Law, and subject to Section 8.01(bContract or otherwise, (a) offer, transfer, sell, assign, pledge, hypothecate, encumber, gift or otherwise dispose of any beneficial ownership of, or pecuniary interest in, any Covered Equity Securities (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise), Section 8.01(c(b) and Section 8.01(d)engage in any hedging, swap, forward contract or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of beneficial ownership of, or pecuniary interest in, any underwriter lock-up agreement applicable to such Partner Covered Equity Securities, including any short sale or any other agreement between such Partner and the Partnershippurchase, PubCorp sale or any grant of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right (including without limitation any put or economic interest pertaining theretocall option) with respect to the Covered Equity Securities; or (c) enter into a short sale of, including or trade in, derivative securities representing the right to receive vote or have any economic interest benefits of, the Covered Equity Securities (in distributions or advances from the Partnership pursuant thereto. each case, a “Transfer”), other than in a Permitted Transfer (as defined below). (b) Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and expressly permitted herein shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))initio and of no effect, (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement and Holdco shall not be considered a “Transfer” record any such Transfer on its books or treat any purported transferee as the owner of Covered Equity Securities for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Lawspurpose. (c) Notwithstanding If and to the extent Grupo VM holds any other provision Shares in certificated form, Grupo VM hereby agrees, as promptly as practicable after the date of this Agreement, to deliver certificates evidencing all of the Covered Equity Securities held by Grupo VM to Holdco, and hereby authorizes and instructs Holdco (including through Holdco’s transfer agent or registrar, as applicable), and Holdco agrees, not to register any Transfer of any of the Covered Equity Securities held by Grupo VM, except as expressly permitted by this Agreement and in any event not before any transferee of a Permitted Transfer has entered into a customary binding deed of adherence to this Agreement (if required hereunder), and to legend the certificates evidencing such Covered Equity Securities. Holdco agrees that as promptly as practicable after the date of this Agreement to the contrary, no Limited Partner it shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides make a notation on its records and give instructions to the General Partner with information (includingtransfer agent and registrar for the Covered Equity Securities not to permit, if requestedduring the term of this Agreement, reasonable and customary representations and warranties) relating to such proposed the Transfer of the Covered Equity Securities held by Grupo VM and (ii) place (or cause the General Partner determines, transfer agent and registrar for the Covered Equity Securities to place) the legend described below in its reasonable discretionregistry of members and on any certificates evidencing any Covered Equity Securities held by Grupo VM. Holdco agrees that, that such proposed Transfer (when combined with following the termination of this Agreement, Holdco shall cause any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units restricted transfer instructions imposed pursuant to this Agreement, including Section 6.01(c) to be lifted and any legended certificates delivered pursuant to this Article 8, Section 6.01(c) to be replaced with certificates not bearing such legend. Holdco shall be subject note the following legend on its registry of members with respect to the provisions of Section 3.01 Covered Equity Securities held by Grupo VM in certificated form, and Section 3.02each certificate evidencing Covered Equity Securities shall bear the following legend on the face thereof: “THE SHARES REPRESENTED BY CERTIFICATE NO. [•] ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF [ ], 2015, BETWEEN HOLDCO AND GRUPO VM, COPIES OF WHICH SHAREHOLDER AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF HOLDCO. THE SHARES REPRESENTED BY CERTIFICATE NO. [•] MAY NOT BE VOTED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SAID SHAREHOLDER AGREEMENT.”

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Company’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without Absent the prior written approval consent of Seller, each Principal Stockholder hereby agrees that, from the date hereof until the earlier of (i) the termination of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right Merger Agreement pursuant to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not and in compliance with the provisions terms therein (the “Expiration Date”) and (ii) the date on which the approval by the Stockholders of the Required Approval Matters is obtained, it shall not, directly or indirectly, (A) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise) (a “Transfer”), or enter into any contract, option or other arrangement or understanding providing for the Transfer of such Principal Stockholder’s Covered Shares other than (1) any Transfer to a Permitted Transferee of such Principal Stockholder, but only if, in each case, prior to the effectiveness of such Transfer, such Permitted Transferee agrees in writing to be bound by the applicable terms hereof and notice of such Transfer is delivered to Seller pursuant to Section 7(a) or (2) a Transfer pursuant to any trust or will of such Principal Stockholder or by the Laws of intestate succession, (B) deposit any Covered Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement shall be deemed a Transfer or (C) agree (whether or not in writing) to take any of the actions prohibited by such Limited Partner of Units in violation of this Agreement the foregoing clause (and a breach of this Agreement by such Limited PartnerA) and shall be null and void ab initioor (B). Notwithstanding anything to the contrary herein, during the term of this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as a Principal Stockholder is expressly permitted to Transfer up to 50,000 shares of Buyer Common Stock (in this Article 8 (other than Section 8.01(c)the aggregate), and no such Transfer shall be subject to any restrictions or conditions set forth herein and such shares, when Transferred, shall cease to be Covered Shares. For the avoidance of doubt, (ix) a Transfer to the extent that any Principal Stockholder exercises options to purchase Buyer Common Stock and elects to pay the applicable exercise price or withholding tax obligations through net exercise or share withholding, any shares of Registrable Securities (as Buyer Common Stock not delivered to the Principal Stockholder on account of such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement net exercise or share withholding shall not be considered a “Transfer” constitute Covered Shares for the purposes of the Agreement this Agreement; and (iiy) any other Transfer exercise of shares of Class A options to purchase Buyer Common Stock by any Principal Stockholder, regardless of whether the exercise of options is for cash or is a net exercise, shall not be considered a “Transfer” for purposes of this AgreementAgreement or be restricted hereunder in any manner. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (ai) Except as expressly permitted by Section 8.02Any transfer of this Warrant must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, and subject to Section 8.01(b)assignment, Section 8.01(c) and Section 8.01(d)transfer, any underwriter lock-up agreement applicable to such Partner pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Warrant, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest in distributions or advances from take and hold the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant subject to the contrary terms and conditions set forth in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided Warrant to the Partnership prior notice of such Transfersame extent as if the transferee were the original Holder hereunder; and (ii) the Transfer such Holder shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement have given prior written notice to the contraryCompany of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, no Limited Partner (B) the transferee shall directly or indirectly Transfer all or any part have confirmed to the Company in writing, substantially in the form of its Units (or any right or economic interest pertaining thereto)Exhibit A-1, other than a Transfer expressly contemplated by that the Exchange Agreement, unless and until Warrant is being acquired (i) such Limited Partner provides solely for the General Partner with information (includingtransferee’s own account and not as a nominee for any other party, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the General Partner determinesCompany and (C) if reasonably requested by the Company, in its reasonable discretionsuch Holder shall have furnished the Company, at the joint expense of both of the Company and the Holder (to be shared equally between them), with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such proposed Transfer (when combined disposition will not require registration of this Warrant under the Securities Act, whereupon such Holder shall be entitled to transfer this Warrant in accordance with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 terms of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject notice delivered by the Holder to the provisions of Section 3.01 and Section 3.02Company.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02Developer shall not sell, and subject to Section 8.01(b)assign, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer otherwise transfer all or any part portion of its Units or any right or economic interest pertaining theretointerests in the Property together with all its right, including the right to receive or have any economic title and interest in distributions this Agreement, or advances from the Partnership pursuant thereto. Any such Transfer portion thereof which is subject to the transferred portion of the Property, to any Transferee until such time as the public and private improvements required by the Development Approvals and this Agreement have been accepted by the City unless the City has approved the transfer prior to its completion. City shall not unreasonably withhold or unreasonably delay its consent to the transfer provided that: (1) the Transferee has specifically assumed in compliance writing the obligations, or a portion of the obligations of the Developer, to design, construct, install and finally complete the public and private improvements required by the Development Approvals and this Agreement in connection with the provisions of Transferred Property (unless Developer retains all such obligations, as discussed below); (2) the Transferee has the experience and capacity to complete the public and private improvements required by the Development Approvals and this Agreement shall be deemed a Transfer Agreement; and (3) the Transferee has obtained replacement bonds, accepted by such Limited Partner of Units in violation of the City for the public and private improvements required by the Development Approvals and this Agreement (and a breach in which event, the City shall release the Developer’s corresponding Public Improvement bonds). In the event of any sale, assignment, or other transfer pursuant to this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))Section, (i) a Transfer Developer shall notify the City within twenty (20) days prior to the transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance name of the Transferee, together with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent corresponding entitlements being transferred to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (includingTransferee, if requestedany, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, agreement between Developer and Transferee pertaining to such transfer shall provide that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause either Developer or the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, Transferee shall be subject liable for the performance of those obligations of Developer under this Agreement which relate to the provisions Transferred Property, if any, or shall confirm that the Developer and all Transferees shall remain jointly liable for the design and construction of Section 3.01 public and Section 3.02private improvements required by the Development Approvals and this Agreement in connection with the Transferred Property.

Restrictions on Transfers. (a) Except as expressly Anything in this Agreement to the contrary notwithstanding, no issuance or Transfer of Interests otherwise permitted or required by Section 8.02this Agreement shall be made unless such issuance or Transfer is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and subject the Partnership Act. (b) Anything in this Agreement to Section 8.01(b)the contrary notwithstanding, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable unless otherwise agreed to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of in writing by the General Partner, no Limited Partner Transfer of Interests otherwise permitted or required by this Agreement shall directly or indirectly Transfer all or be effective unless and until any part of its Units or any right or economic interest pertaining theretotransferee who is not already a party to this Agreement (and such transferee’s spouse, including the right if applicable) shall execute and deliver to receive or have any economic interest in distributions or advances from the Partnership pursuant theretoan Addendum Agreement in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any such Transfer which Person who is not already a party to this Agreement and acquires Interests in compliance accordance with the provisions of this Agreement shall be deemed required to become a Transfer party to this Agreement by executing (together with such Limited Partner Person’s spouse, if applicable) an Addendum Agreement. (c) Transfers of Units Interests may be made only in violation strict compliance with all applicable terms of this Agreement (and a breach the Investors Agreement, and any purported Transfer of Interests that does not so comply with all applicable provisions of this Agreement by such Limited Partner) and the Investors Agreement shall be null and void ab initioand of no force or effect, and the Partnership shall not recognize or be bound by any such purported Transfer and shall not effect any such purported Transfer on the transfer books of the Partnership or Capital Accounts of the Partners. Notwithstanding anything to The parties hereto agree that the contrary restrictions contained in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined IV and the Investors Agreement are fair and reasonable and in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes best interests of the Agreement Partnership and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderPartners. (d) Any Transfer of Units pursuant All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement. (e) Transfers made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including this Article 8, shall be subject to the provisions Addendum Agreement or such other form of Section 3.01 and Section 3.02instrument of Transfer approved by the General Partner.

Restrictions on Transfers. (ai) Except as expressly permitted by Section 8.02Each Shareholder hereby agrees that, and subject from the date hereof until the date of termination of the Merger Agreement in accordance with its terms, such Shareholder shall not, directly or indirectly, sell, offer to Section 8.01(b)sell, Section 8.01(c) and Section 8.01(dgive, pledge, grant a security interest in, encumber, assign, grant any option for the sale of or otherwise transfer or dispose, or enter into any agreement, arrangement or understanding to take any of the foregoing actions with respect to (each, a “Transfer”), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto)Shares, other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating of Shares for bona fide estate planning purposes to such proposed Shareholder’s (A) affiliates (as defined in the Merger Agreement) or (B) immediate family members (together, “Permitted Transferees”); provided that as a condition to such Transfer, such Permitted Transferee shall be required to execute a joinder to this Agreement; provided, further, that such Transferring Shareholder shall remain jointly and severally liable for any breaches by any such Permitted Transferee of the terms hereof. Each Shareholder further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares owned by such Shareholder and that this Agreement places limits on the Transfer and of such Shareholder’s Shares. (ii) Each of JM and Sr. hereby agrees that, from the General Partner determinesdate hereof until the date of termination of the Merger Agreement in accordance with its terms, in its reasonable discretionsuch party shall not, directly or indirectly, Transfer any shares of capital stock of Value, other than a Transfer thereof for bona fide estate planning purposes to such party’s Permitted Transferees; provided that as a condition to such Transfer, such Permitted Transferee shall be required to execute a joinder to this Agreement with respect to the Value Shares; provided, further, that such proposed Transfer (when combined with Transferring party shall remain jointly and severally liable for any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 breaches by any such Permitted Transferee of the Code and Treasury Regulations promulgated thereunderterms hereof. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner permission shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or ) and/or any other agreement between such Partner Member and the PartnershipCompany, PubCorp PubCo or any of their respective controlled Affiliates, without the prior written approval of the General PartnerManaging Member, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Partnership Company pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner Member of Units in violation of this Agreement (and a breach of this Agreement by such Limited PartnerMember) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 VIII that: (i) the Transferor shall have provided to the Partnership Company prior notice of such Transfer; and; (ii) the Transferee shall agree in writing to be bound by this Agreement by signing and delivering to the Company a joinder substantially in a form acceptable to the Company; (iii) the Transfer shall comply with all Applicable applicable Laws; (iv) to the knowledge of the Transferee and Transferor after reasonable inquiry of the Company, the Transfer shall not impose material liability or material reporting obligations on the Company or any Member thereof in any jurisdiction, whether domestic or foreign, or result in the Company or any Member thereof becoming subject to the jurisdiction of any Governmental Authority anywhere, other than the Governmental Authorities in which the Company is then subject to such liability, reporting obligation or jurisdiction; and (v) such Transfer shall comply with Article IX (to the extent Article IX governs such Transfer of Units). (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto)thereto if such Transfer, other than a Transfer expressly contemplated by in the Exchange Agreementreasonable discretion of the Managing Member, unless and until would cause the Company to (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Regulations promulgated thereunder or (ii) fail to qualify for the safe harbor contained in Treasury Regulations promulgated thereunderSection 1.7704-1(h) or for other safe harbor treatment under Section 7704 of the Code on which the Company intends to rely (as determined by the Managing Member). (d) Any Transfer of Units pursuant to this Agreement, including this Article 8VIII, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Unvested Shares may not be sold or otherwise transferred by Purchaser without the Company’s prior written consent. Notwithstanding the foregoing, Purchaser shall be able to transfer the Shares, whether or not Vested Shares, for bona fide estate planning purposes to a person or to an entity that constitutes an Authorized Transferee. Subject to Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and other related policies, Purchaser hereby agrees that Purchaser shall make no disposition of the Shares (other than as permitted by this Agreement) unless and until: (a) Except as expressly permitted by Section 8.02, Purchaser shall have notified the Company of the proposed disposition and subject to Section 8.01(b), Section 8.01(cprovided a written summary of the terms and conditions of the proposed disposition; (b) and Section 8.01(d), any underwriter lock-up agreement Purchaser shall have complied with all requirements of this Agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval disposition of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining theretoShares, including the right Repurchase Option; and (c) Purchaser shall have provided the Company with written assurances, in form and substance satisfactory to receive counsel for the Company, that (i) the proposed disposition does not require registration of the Shares under the Securities Act or have under any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in state securities laws, and (ii) all appropriate actions necessary for compliance with the registration and qualification requirements of the Securities Act and any state securities laws, or of any exemption from registration or qualification, available thereunder (including Rule 144) have been taken. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in this Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to that the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be transferred Shares are subject to the provisions of Section 3.01 and Section 3.02Repurchase Option granted hereunder, to the same extent such Shares would be so subject if retained by the Purchaser or otherwise determined by the Board.

Restrictions on Transfers. Subject to paragraph (ab) Except as expressly permitted of Exhibit B-1 of the Collaboration Agreement, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which consent may be withheld by Section 8.02the Company in its sole discretion until the third anniversary of the Issuance Date, unless the Collaboration Agreement has been terminated, in which case consent may not be unreasonably withheld by the Company, and, following the third anniversary of the Issuance Date, such consent may not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under the Warrant without such permission shall be void. For the avoidance of doubt, this Warrant may be transferred without the consent of the Company pursuant to the transactions described in clauses (B) and Section 8.01(d)(C) of paragraph (b) of Exhibit B-2. Any transfer of this Warrant or the Warrant Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreementtherein, unless and until (i) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Limited Partner provides the General Partner with information (includingSecurities subject to, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined bound by, the terms and conditions set forth herein and in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject Exhibit B-1 to the provisions of Section 3.01 and Section 3.02.Collaboration Agreement to the same extent as if the transferee were the original Holder hereunder, and

Restrictions on Transfers. (a) Except as expressly permitted by Subject to Section 8.025(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, which shall not be unreasonably withheld, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (“Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or other disposition of all or any other agreement between such Partner and portion of the PartnershipSecurities, PubCorp or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of their controlled Affiliatesthe Company to take and hold such Securities subject to, without and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) the Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition and, with respect to any transfer of this Warrant, except for those dispositions set forth in Section 5(b) below, the Company shall have provided the Holder with prior written approval of the General Partnersuch disposition, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement approval shall not be considered a “Transfer” for the purposes of the Agreement unreasonably withheld, conditioned or delayed, and (iiB) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) if requested by the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto)Company, other than a Transfer expressly contemplated by as set forth in Section 5(b) below, the Exchange AgreementHolder shall have furnished the Company, unless and until (i) such Limited Partner provides at the General Partner Holder’s expense, with information evidence reasonably satisfactory to the Company (including, if requestedrequested by the Company, reasonable and customary representations and warrantiesan opinion of counsel to the Holder) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could disposition will not reasonably be expected to cause require registration of such Securities under the Partnership to be classified as a “publicly traded partnership” as Securities Act. It is agreed that term is defined in Section 7704 the Company will not require opinions of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units counsel for transactions made pursuant to this AgreementRule 144 under the Securities Act, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02except in unusual circumstances.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02provided hereunder, the Stockholder hereby agrees that, from the date hereof until the Expiration Time, the Stockholder shall not, and subject shall cause its controlled Affiliates (other than the Company and its Subsidiaries) not to, directly or indirectly, (i) sell, offer to Section 8.01(b)sell, Section 8.01(cgive, pledge, grant a security interest in, encumber, assign, grant any option for the sale of or otherwise transfer (including by operation of Legal Requirement) and Section 8.01(d), or dispose of any underwriter lock-up agreement applicable to such Partner Shares or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right voting or economic interest pertaining theretotherein, including or enter into any agreement, arrangement or understanding to take any of the right foregoing actions (each, a “Transfer”), or (ii) knowingly take any action or series of actions that would, individually or in the aggregate, reasonably be expected to receive impair or have adversely affect the ability of the Stockholder to perform its obligations hereunder. Notwithstanding the foregoing, this Section 1(b) shall not prohibit a Transfer of Shares by a Stockholder (A) to any economic interest Affiliate of the Stockholder, (B) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the family of the Stockholder, (C) for estate planning purposes, (D) as Parent may otherwise agree in distributions writing in its sole discretion or advances from (E) in a sale of such number of Shares as is necessary solely to satisfy any tax withholding obligations incurred upon the Partnership pursuant thereto. Any vesting or settlement or any equity-based awards that vest prior to the Expiration Time, in each of clauses (A) through (D), so long as (I) no such Transfer prevents, impedes, interferes with, delays, adversely affects or inhibits the performance of the obligations hereunder and (II) such transferee, prior to such Transfer, executes a joinder to this Agreement, in a form reasonably acceptable to Parent, pursuant to which is not in compliance with such transferee agrees to become a party to this Agreement and be subject to the provisions restrictions and obligations applicable to the Stockholder and otherwise become a party for all purposes of this Agreement shall be deemed a to the extent relating to such transferred Shares. Prior to the Expiration Time, any Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited PartnerSection 1(b) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Any transfer of this Warrant or the Shares (athe “Securities”) Except as expressly permitted must [****]= Certain confidential information contained in this document, marked by Section 8.02brackets, has been omitted because it is both (i) not material and subject (ii) would be competitively harmful if publicly disclosed. be in compliance with all applicable federal and state securities laws. The Holder agrees not to Section 8.01(b)make any sale, Section 8.01(c) and Section 8.01(d)assignment, any underwriter lock-up agreement applicable to such Partner transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a reasonable detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have made the representations set forth in Section 10 with respect to itself as a Holder and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or economic interest pertaining thereto, including (ii) a legal opinion to the right to receive or have any economic interest in distributions or advances from effect that the Partnership pursuant thereto. Any transfer of such Transfer which is not Securities may be effected in compliance with the provisions terms of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement the Securities Act. Notwithstanding the foregoing, compliance with clauses (and a breach of this Agreement by such Limited PartnerB) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (iC) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement above shall not be considered a “Transfer” required for the purposes of the Agreement and any transfer in compliance with Rule 144 or compliance with clause (iiC) any other Transfer of shares of Class A Common Stock above shall not be considered a “Transfer” required for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent any transfer by the Holder to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) affiliate of the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units Holder (or any right fund or economic interest pertaining thereto)partnership under common control with one of more general partners or managing members of, other than or shares the same management company with, the Holder) or a Transfer expressly contemplated transfer by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating Holder to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderHolder’s partners, members or other equity owners, or retired partners, members or other equity owners or the estate of any partners, members or other equity owners or retired partners, members or other equity owners. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner permission shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Subject to Section 5, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares issuable upon the exercise hereof (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted Transfers of beneficial interests in any Note shall be limited to transfers to qualified institutional buyers each in accordance with the procedures set forth herein. (b) No Note may be sold or transferred (including, without limitation, by Section 8.02pledge or hypothecation) unless (x) such sale or transfer is exempt from the registration requirements of the Securities Act and is exempt under applicable state securities law and (y) such sale or transfer meets the restrictions set forth in clause (a) above. Any Noteholder or Note Owner desiring to effect a transfer of Notes or interests therein shall, and subject does hereby agree to Section 8.01(b)indemnify the Issuer, Section 8.01(c) and Section 8.01(d)the Administrator, any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner the Indenture Trustee and the Partnership, PubCorp Note Registrar against any liability that may result if the transfer is not so exempt or any is not made in accordance with such federal and state laws. Any transfer of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic an interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which any Note to a Person that is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and Qualified Institutional Buyer, shall be null and void ab initio. Notwithstanding anything and shall not be given effect for any purpose hereunder, and the Indenture Trustee shall hold any funds conveyed by the intended transferee of such interest in trust for the transferor and shall promptly reconvey such funds to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) Person in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided written instructions thereof delivered to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsIndenture Trustee. (c) Notwithstanding Neither a member of any other provision “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Seller or a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of this such expanded group shall acquire any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an opinion of U.S. federal income tax counsel stating that the acquisition or reacquisition of such Note will not cause the Master Repurchase Agreement to the contraryfail to be Indebtedness for federal income tax purposes, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership Trust, initially upon acquisition of such Note or subsequent to the acquisition of such Note, to be classified as an association taxable as a “corporation, as a publicly traded partnership” , or as that term is any arrangement other than a trust the investors in which are treated as the owners of the trust’s assets. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 7704 1504 of the Code and Code) filing a consolidated federal income tax return that includes the Seller (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (i) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (i). No member of any “expanded group” that includes the Seller (as defined in Treasury Regulations promulgated thereunderRegulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an opinion of U.S. federal income tax counsel stating that the transfer of such Note will not cause the Trust to be classified as an association taxable as a corporation, as a publicly traded partnership, or as any arrangement other than a trust the investors in which are treated as the owners of the trust’s assets. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02This Warrant may not be transferred or assigned in whole or in part without the Company's prior written consent, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the "Securities") must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder's intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-l, that the Securities are being acquired (i) solely for the transferee's own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company, at the Holder's expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a "no action" letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Such Purchaser understands and agrees as follows: (a) Except as expressly permitted by Section 8.02The certificates evidencing the Preferred Stock (and, to the extent not otherwise registered, the Common Stock issuable upon conversion thereof), and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval each certificate issued in transfer of the General Partnerforegoing, no Limited Partner shall directly will bear the following legends (or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that:substantially similar legends): (i) the Transferor shall have provided to the Partnership prior notice of such TransferTHESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION AND QUALIFICATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS"; and (ii) the Transfer shall comply with all Applicable Lawsany legend required by applicable state securities laws. (cb) Notwithstanding Such Purchaser will not offer, sell, transfer or otherwise dispose of any other provision of this Agreement to the contraryPreferred Stock, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange AgreementCommon Stock issuable upon conversion thereof, unless and until (i) an effective registration under the Securities Act (and an effective qualification under applicable state securities laws, or exemption therefrom) covers the disposition of such Limited Partner provides the General Partner with information (includingsecurities, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and or (ii) such Purchaser has delivered to the General Partner determinesCompany an opinion of counsel, in its reasonable discretionreasonably satisfactory to the Company, that such proposed Transfer (when combined with offer, sale, transfer or other disposition will not require registration of such securities under the Securities Act or qualification under any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderapplicable state securities laws. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as This Option is not transferable by you, and is exercisable only by you, and may not be sold, assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) except if and to the extent expressly permitted by Section 8.02pursuant to the Stockholders' Agreement (the "Stockholders' Agreement") dated as of the date hereof among the Company and each of the holders of shares of capital stock of the Company named therein, and shall not be subject to Section 8.01(b)execution, Section 8.01(c) and Section 8.01(d)attachment or similar proceeding. Any attempted assignment, any underwriter lock-up agreement applicable to such Partner transfer, pledge, hypothecation or other disposition of this Option or any other agreement between such Partner interest herein, and the Partnership, PubCorp levy of any attachment or similar proceeding upon this Option or any of their controlled Affiliatesinterest herein, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (and without effect except as such term is defined provided in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreementpreceding sentence. (b) Except The Company may postpone the time of delivery of certificates for the shares issuable upon the exercise of this Option for such additional time as otherwise expressly provided hereinthe Company shall deem necessary or desirable to enable it to comply with the listing requirements of any securities exchange or the National Association of Securities Dealers, it shall Inc. upon which shares of the Company may then or are then contemplated to be a condition precedent to listed, or the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended, or any Transfer otherwise permitted rules or approved pursuant to this Article 8 that: (i) regulations of the Transferor shall have provided Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to the Partnership prior notice authorization, issuance or sale of such Transfer; and (ii) the Transfer shall comply with all Applicable Lawssecurities. (c) Notwithstanding You acknowledge that all of the restrictions on the sales of the Options and/or shares acquirable upon the exercise of any other provision of this Options and the representations and warranties made by you in the Stockholders' Agreement to and in the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Subscription Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified dated as a “publicly traded partnership” as that term is defined in Section 7704 of the Code date hereof, between you and Treasury Regulations promulgated thereunderthe Company are incorporated herein by reference as if set forth in full herein. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or other disposition of all or any other agreement between such Partner and portion of the PartnershipSecurities, PubCorp or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of their controlled Affiliatesthe Company to take and hold such Securities subject to, without and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) the Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition and, with respect to any transfer of this Warrant, except for those dispositions set forth in Section 5(b) below, the Company shall have provided the Holder with prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer disposition (which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement approval shall not be considered a “Transfer” for the purposes of the Agreement unreasonably withheld, conditioned or delayed) and (iiB) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) if requested by the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto)Company, other than a Transfer expressly contemplated by as set forth in Section 5(b) below, the Exchange AgreementHolder shall have furnished the Company, unless and until (i) such Limited Partner provides at the General Partner Holder’s expense, with information evidence reasonably satisfactory to the Company (including, if requestedrequested by the Company, reasonable and customary representations and warrantiesan opinion of counsel to the Holder) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could disposition will not reasonably be expected to cause require registration of such Securities under the Partnership to be classified as a “publicly traded partnership” as Securities Act. It is agreed that term is defined in Section 7704 the Company will not require opinions of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units counsel for transactions made pursuant to this AgreementRule 144 under the Securities Act, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02except in unusual circumstances.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02No Unit may be transferred, and subject sold, assigned or exchanged if the transfer or sale of such Unit, when added to Section 8.01(b)the total of all other transfers or sales of Units within the period of twelve (12) consecutive months prior to the proposed date of sale or exchange, Section 8.01(c) and Section 8.01(d)would, any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and in the opinion of counsel for the Partnership, PubCorp or any of their controlled Affiliates, without result in the prior written approval termination of the General Partner, no Limited Partner Partnership under Section 708 of the Code unless the Partnership and the transferring holder shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances received a ruling from the Partnership pursuant thereto. Any IRS that the proposed sale or exchange will not cause such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreementtermination. (b) Except No transfer or assignment may be made if, as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice result of such Transfer; and transfer, a Limited Partner (iiother than one transferring all of his Units) will own fewer than the Transfer shall comply with all Applicable Lawsminimum number of Units required to be purchased under Section 8.5(b) hereof, unless such transfer is made on behalf of a Retirement Plan, or such transfer is made by gift, inheritance, intra-family transfer, family dissolution or to an Affiliate. (c) Notwithstanding No transfer or assignment of any other provision Unit may be made if counsel for the Partnership is of this Agreement the opinion that such transfer or assignment would be in violation of any state securities or “Blue Sky” laws (including investment suitability standards) applicable to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderPartnership. (d) Any Transfer of All Units originally issued pursuant to this Agreement, including this Article 8, qualification under the California Corporate Securities Law of 1968 shall be subject to, and all documents of assignment and transfer evidencing such Units shall bear, the following legend condition: (e) No transfer or assignment of any interest in the Partnership shall be made (i) in the case of Units subject to Section 17.3(d) hereof, unless the transferor shall have obtained, if necessary, the consent of the California Commissioner of the Department of Corporations to such transfer, (ii) unless the transferee shall have paid or, at the election of the General Partners, obligated himself to pay, all reasonable expenses connected with such transfer, substitution and admission, including, but not limited to, the cost of preparing an appropriate amendment to this Agreement to effectuate the transferee’s admission as a substituted Limited Partner pursuant to Section 17.4 hereof, or (iii) where the assignor and Assignee agree in connection therewith that the assignor shall exercise any residual powers remaining in him as a Limited Partner in favor of or in the interest or at the direction of the Assignee. (f) With the exception of intra-family transfers or transfers made by gift, inheritance or family dissolution, no transfer or assignment of any interest in the Partnership shall be made unless the transferee has (i) either (A) a net worth of at least forty-five thousand dollars ($45,000) and an annual gross income of at least forty-five thousand dollars ($45,000) or (B) a net worth of at least one hundred fifty thousand dollars ($150,000) and (ii) satisfied any higher suitability standards that may apply in the transferee’s state of primary residence. For purposes of the foregoing standards, net worth is computed exclusive of home, furnishings and automobiles. Each transferee will be required to represent that he complies with the applicable standards, that he is purchasing in a fiduciary capacity for a Person meeting such standards, or that he is purchasing with funds directly or indirectly supplied by a donor who meets such standards. No transfer may be made to any Person who does not make such representation. (g) No Limited Partner may transfer or assign any Units or beneficial ownership interests therein (whether by sale, exchange, repurchase, redemption, pledge, hypothecation or liquidation), and any such purported transfer shall be void ab initio and shall not be recognized by the Partnership or be effective for any purpose unless (i) the General Partners determine, in their sole discretion, that the Partnership would be able to satisfy any of the secondary market safe harbors contained in Treasury Regulations Section 1.7704-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the IRS) for the Partnership’s taxable year in which such transfer otherwise would be effective, or (ii) the Partnership has received an opinion of counsel satisfactory to the provisions General Partners or a favorable IRS ruling that any such transfer will not result in the Partnership’s being classified as a publicly traded partnership for federal income tax purposes. The Limited Partners agree to provide all information with respect to a proposed transfer that the General Partners deem necessary or desirable in order to make such determination, including but not limited to, information as to whether the transfer occurred on a secondary market (or the substantial equivalent thereof). (h) Any purported transfer or assignment not satisfying all of Section 3.01 the foregoing conditions shall be void ab initio, and Section 3.02no purported transfer or assignment shall be of any effect unless all of the foregoing conditions have been satisfied. (i) A Limited Partner requesting a transfer of Units shall be required, as a condition to effecting such transfer, to pay a reasonable transfer fee in an amount determined by the General Partners to be sufficient to cover the costs to the Partnership associated with such transfer. A fee of fifty dollars ($50) shall be deemed reasonable, but shall not preclude a conclusion by the General Partners that a higher fee is reasonable.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, and subject any attempt by the Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Warrant Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such ▇▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02This Warrant may not be transferred or assigned in whole or in part without the Company's prior written consent, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the "Securities") must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such ▇▇▇▇▇▇'s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee's own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company, at the Holder's expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a "no action" letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreementtherein, unless and until (i) such Limited Partner provides the General Partner with information (transferee thereof has agreed in writing for the benefit of the Company to take and hold the Warrant subject to, and to be bound by, the terms and conditions set forth in this Warrant, including, if requestedwithout limitation, reasonable this Section 6 and customary representations and warranties) relating to such proposed Transfer Section 10 and (ii) except for Permitted Transfers under Section 6(b), the General Partner determinesHolder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, in and, if requested by the Company, such Holder shall have furnished the Company, at its reasonable discretionexpense, with (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such proposed Transfer disposition will not require registration of such Securities under the Securities Act of 1933, as amended (when combined with any other Transferthe “Securities Act”), or (B) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnershipno action” as letter from the Securities and Exchange Commission to the effect that term is defined the transfer of such Securities without registration will not result in Section 7704 a recommendation by the staff of the Code Securities and Treasury Regulations promulgated thereunder. (d) Any Transfer Exchange Commission that action be taken with respect thereto, whereupon the Holder of Units pursuant to this Agreement, including this Article 8, such Securities shall be subject entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the provisions of Section 3.01 and Section 3.02Company.

Restrictions on Transfers. Subject to Section5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partnerprovided in this Article VIII, no Limited Partner Member shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Partnership Company pursuant theretothereto without the prior approval of the Board in its sole discretion. Any such Transfer which is Transfer, either directly or indirectly, or issuance of Securities by a Member or a Permitted Transferee, with the purpose or effect of circumventing (as determined in good faith by the Manager) the foregoing restriction, shall not be in compliance with the provisions of this Agreement Agreement, and shall be deemed a Transfer by such Limited Partner Member of Units in violation of this Agreement (and a breach of this Agreement by such Limited PartnerMember) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it It shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 VIII that: (i) the Transferor shall have provided to the Partnership Company prior written notice of such Transfer at least ten (10) Business Days in advance of such Transfer; and; (ii) the Transferee, in the case of a Transfer of Units, shall agree in writing to be bound by this Agreement and the terms of any Award Agreements to which such Units are subject and shall have executed and delivered an Addendum Agreement in the form attached thereto; (iii) the Transfer shall comply with all Applicable Lawsapplicable federal, state or foreign laws, including securities laws; (iv) the Transfer will not subject the Company to any registration or reporting requirements of the Investment Company Act of 1940, as amended; (v) the Transfer shall not impose any material liability or reporting obligation on the Company, any Member (other than the Transferor or the Transferee) or the Manager in any jurisdiction, whether domestic or foreign, or result in the Company, any Member or the Manager becoming subject to the jurisdiction of any court or governmental entity anywhere, other than the states, courts and governmental entities in which the Company or the Manager is then subject to such liability, reporting obligation or jurisdiction; (vi) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall satisfy one or more safe harbor provisions of Treasury Regulations Section 1.7704-1 including Sections 1.7704-1(e), (f), (g), (h) and (j), relating to “publicly traded partnerships”; (vii) if at the time of the Transfer the Company is classified as a partnership for U.S. federal income tax purposes, the Transfer shall not cause a Dissolution Event or, unless the Manager determines it to be immaterial, a termination of the Company pursuant to Section 708 of the Code; (viii) the Transfer shall not cause all or any portion of the assets of the Company to constitute “plan assets” under United States Employee Retirement Income Security Act of 1974, as amended, or the Code; and (ix) upon the request of the Manager, any Member undertaking a Transfer of such Units pursuant to this Article VIII shall have delivered an opinion of counsel, in form and substance reasonably satisfactory to the Manager that such Transfer complies with the conditions set forth clauses (i) through (viii) of this Section 8.01(b). The Manager may also request officer certificates and representations and warranties from the Transferee and Transferor as to the matters set forth in this Section 8.01(b) and such other factual matters as the Manager may reasonably request. (c) Notwithstanding any other provision of this Agreement anything to the contrarycontrary contained in Section 8.01 (other than the provisions of Section 8.01(b), no Limited Partner which shall directly or indirectly be applicable in any event), any Transfer by any Member of all or any part of its respective Class B Units to (x) a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Member or (y) a lineal descendant or legally adopted child of a brother or sister of any right Person described in the immediately preceding clause (x) (any Person described in the immediately preceding clause (x) or economic interest pertaining thereto(y), a “Family Member”) or to a trust or other than a Transfer expressly contemplated by the Exchange Agreemententity whose sole and exclusive beneficiaries are such Member and/or Family Members of such Member, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretionprovided, that such proposed Transfers would not result in a violation of applicable law, including U.S. federal or state securities laws and such Transferee executes and delivers to the Company an Addendum Agreement (each such Transfer described in clause (when combined with any other Transferx) could not reasonably be expected to cause the Partnership to be classified as or (y), a “publicly traded partnershipPermitted Transfer” as that term is defined in Section 7704 and each such Person receiving Class B Units pursuant to such Permitted Transfer, a “Permitted Transferee”) shall be permitted at any time without prior approval of the Code and Treasury Regulations promulgated thereunderManager. (d) Any Notwithstanding anything to the contrary contained in this Agreement, upon the consummation of any Transfer of Units permitted pursuant to this AgreementArticle VIII, including this Article 8if such Transferor owes any amount pursuant to any Management Loan, then until such time as all outstanding amounts under such Management Loan have been repaid in full, the Company shall be subject direct payment of the applicable consideration received pursuant to such Transfer first to the provisions repayment of Section 3.01 and Section 3.02such Management Loan, or, to the extent such consideration is received by such Transferor, such Transferor shall pay such amounts to the Company or Holdco (as applicable) as lender under such Management Loan.

Restrictions on Transfers. (a) Except as expressly permitted Grupo VM shall not, directly or indirectly, by Section 8.02operation of Law, and subject to Section 8.01(bContract or otherwise, (a) offer, transfer, sell, assign, pledge, hypothecate, encumber, gift or otherwise dispose of any beneficial ownership of, or pecuniary interest in, any Covered Equity Securities (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise), Section 8.01(c(b) and Section 8.01(d)engage in any hedging, swap, forward contract or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of beneficial ownership of, or pecuniary interest in, any underwriter lock-up agreement applicable to such Partner Covered Equity Securities, including any short sale or any other agreement between such Partner and the Partnershippurchase, PubCorp sale or any grant of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right (including without limitation any put or economic interest pertaining theretocall option) with respect to the Covered Equity Securities; or (c) enter into a short sale of, including or trade in, derivative securities representing the right to receive vote or have any economic interest benefits of, the Covered Equity Securities (in distributions or advances from the Partnership pursuant thereto. each case, a “Transfer”), other than in a Permitted Transfer (as defined below). (b) Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and expressly permitted herein shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))initio and of no effect, (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement and Holdco shall not be considered a “Transfer” record any such Transfer on its books or treat any purported transferee as the owner of Covered Equity Securities for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Lawspurpose. (c) Notwithstanding If and to the extent Grupo VM holds any other provision Shares in certificated form, Grupo VM hereby agrees, as promptly as practicable after the date of this Agreement, to deliver certificates evidencing all of the Covered Equity Securities held by Grupo VM to Holdco, and hereby authorizes and instructs Holdco (including through Holdco’s transfer agent or registrar, as applicable), and Holdco agrees, not to register any Transfer of any of the Covered Equity Securities held by Grupo VM, except as expressly permitted by this Agreement and in any event not before any transferee of a Permitted Transfer has entered into a customary binding deed of adherence to this Agreement (if required hereunder), and to legend the certificates evidencing such Covered Equity Securities. Holdco agrees that as promptly as practicable after the date of this Agreement to the contrary, no Limited Partner it shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides make a notation on its records and give instructions to the General Partner with information (includingtransfer agent and registrar for the Covered Equity Securities not to permit, if requestedduring the term of this Agreement, reasonable and customary representations and warranties) relating to such proposed the Transfer of the Covered Equity Securities held by Grupo VM and (ii) place (or cause the General Partner determines, transfer agent and registrar for the Covered Equity Securities to place) the legend described below in its reasonable discretionregistry of members and on any certificates evidencing any Covered Equity Securities held by Grupo VM. Holdco agrees that, that such proposed Transfer (when combined with following the termination of this Agreement, Holdco shall cause any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units restricted transfer instructions imposed pursuant to this Agreement, including Section 6.01(c) to be lifted and any legended certificates delivered pursuant to this Article 8, Section 6.01(c) to be replaced with certificates not bearing such legend. Holdco shall be subject note the following legend on its registry of members with respect to the provisions of Section 3.01 Covered Equity Securities held by Grupo VM in certificated form, and Section 3.02each certificate evidencing Covered Equity Securities shall bear the following legend on the face thereof: “THE SHARES REPRESENTED BY CERTIFICATE NO. [ ] ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF DECEMBER 23, 2015, BETWEEN HOLDCO AND GRUPO VM, COPIES OF WHICH SHAREHOLDER AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF HOLDCO. THE SHARES REPRESENTED BY CERTIFICATE NO. [ ] MAY NOT BE VOTED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SAID SHAREHOLDER AGREEMENT.”

Restrictions on Transfers. Subject to Section5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by otherwise provided in Section 8.02, and subject to Section 8.01(b1.3(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without absent the prior written approval consent of Parent (which consent may be granted or withheld in Parent’s sole discretion), each Stockholder hereby agrees that, from the date hereof until the Expiration Date, it shall not, directly or indirectly, (i) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of applicable Law or otherwise) (a “Transfer”), either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding providing for the Transfer of any Shares (or any rights attached thereto, or any economic interests therein), (ii) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto, or (iii) agree (whether or not in writing) to take any of the General Partner, no Limited Partner shall directly actions prohibited by the foregoing clause (i) or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto(ii). Any such purported Transfer which is not in compliance of Shares inconsistent with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and Section 1.3 shall be null and void ab initiovoid. Notwithstanding anything For the avoidance of doubt, nothing herein shall be deemed to restrict the ability of Stockholder to exercise, prior to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes end of the Agreement Expiration Date, any Company Stock Options and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this AgreementOther Rights held by Stockholder. (b) Except as otherwise expressly provided herein, it The restrictions set forth in Section 1.3(a) shall be a condition precedent not apply to any Transfer otherwise permitted or approved pursuant to this Article 8 that: transfer of Shares by Stockholder (i) for the Transferor shall have provided to the Partnership prior notice net settlement of such Transfer; and Stockholder’s Company Stock Options and Other Rights (to pay the exercise price thereof and any Tax withholding obligations), (ii) for the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision exercise of this Agreement such Stockholder’s Company Stock Options and Other Rights and the sale of a sufficient number of such Shares acquired upon exercise of such Company Stock Options and Other Rights as would generate sale proceeds sufficient to pay to the contraryCompany the aggregate applicable exercise price of shares then exercised under such Company Stock Options and Other Rights and any Tax withholding obligations of the Company arising as a result of such exercise, no Limited Partner shall directly (iii) in the case of any Stockholder that is a partnership or indirectly Transfer all limited liability company, to one or more partners or members of Stockholder or to an affiliated corporation, trust or other business entity under common control with Stockholder or (iv) in the case of any part of its Units (or any right or economic interest pertaining thereto)Stockholder that is a trust, other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating transfer to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretiona beneficiary; provided, that in each case, the transferee shall concurrently with such proposed Transfer (when combined with any other Transfer) could not execute a customary joinder in form and substance reasonably be expected satisfactory to cause the Partnership Parent agreeing to be classified as a “publicly traded partnershipStockholder” as that term hereunder if such transferee is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant not already a party to this Agreement, including and to perform all obligations as a Stockholder pursuant to this Article 8, shall be subject Agreement with respect to the provisions Shares; provided, further, that such Stockholder shall remain jointly and severally liable for the breaches by any of Section 3.01 and Section 3.02such transferee of the terms hereof.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld or delayed), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner permission shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that:and (i) there is then in effect a registration statement under the Transferor shall have provided to the Partnership prior notice of Securities Act covering such Transfer; andproposed disposition and such disposition is made in accordance with such registration statement; (ii) the Transfer shall comply disposition is made in accordance with all Applicable Laws.Rule 144 under the Securities Act; or (ciii) Notwithstanding (x) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a reasonably detailed description of the manner and circumstances of the proposed disposition, (y) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (A) solely for the transferee’s own account and not as a nominee for any other provision party, (B) for investment and (C) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (z) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with an opinion of this Agreement counsel, reasonably satisfactory to the contraryCompany, no Limited Partner to the effect that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall directly or indirectly Transfer all or any part be entitled to transfer such Securities in accordance with the terms of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated the notice delivered by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject Holder to the provisions of Section 3.01 and Section 3.02Company.

Restrictions on Transfers. (a) Except as expressly permitted Grupo VM shall not, directly or indirectly, by Section 8.02operation of Law, and subject to Section 8.01(bContract or otherwise, (a) offer, transfer, sell, assign, pledge, hypothecate, encumber, gift or otherwise dispose of any beneficial ownership of, or pecuniary interest in, any Covered Equity Securities (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise), Section 8.01(c(b) and Section 8.01(d)engage in any hedging, swap, forward contract or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of beneficial ownership of, or pecuniary interest in, any underwriter lock-up agreement applicable to such Partner Covered Equity Securities, including any short sale or any other agreement between such Partner and the Partnershippurchase, PubCorp sale or any grant of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right (including without limitation any put or economic interest pertaining theretocall option) with respect to the Covered Equity Securities; or (c) enter into a short sale of, including or trade in, derivative securities representing the right to receive vote or have any economic interest benefits of, the Covered Equity Securities (in distributions or advances from the Partnership pursuant thereto. each case, a “Transfer”), other than in a Permitted Transfer (as defined below). (b) Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and expressly permitted herein shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))initio and of no effect, (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement and Holdco shall not be considered a “Transfer” record any such Transfer on its books or treat any purported transferee as the owner of Covered Equity Securities for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Lawspurpose. (c) Notwithstanding If and to the extent Grupo VM holds any other provision Shares in certificated form, Grupo VM hereby agrees, as promptly as practicable after the date of this Agreement, to deliver certificates evidencing all of the Covered Equity Securities held by Grupo VM to Holdco, and hereby authorizes and instructs Holdco (including through Holdco’s transfer agent or registrar, as applicable), and Holdco agrees, not to register any Transfer of any of the Covered Equity Securities held by Grupo VM, except as expressly permitted by this Agreement and in any event not before any transferee of a Permitted Transfer has entered into a customary binding deed of adherence to this Agreement (if required hereunder), and to legend the certificates evidencing such Covered Equity Securities. Holdco agrees that as promptly as practicable after the date of this Agreement to the contrary, no Limited Partner it shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides make a notation on its records and give instructions to the General Partner with information (includingtransfer agent and registrar for the Covered Equity Securities not to permit, if requestedduring the term of this Agreement, reasonable and customary representations and warranties) relating to such proposed the Transfer of the Covered Equity Securities held by Grupo VM and (ii) place (or cause the General Partner determines, transfer agent and registrar for the Covered Equity Securities to place) the legend described below in its reasonable discretionregistry of members and on any certificates evidencing any Covered Equity Securities held by Grupo VM. Holdco agrees that, that such proposed Transfer (when combined with following the termination of this Agreement, Holdco shall cause any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units restricted transfer instructions imposed pursuant to this Agreement, including Section 6.01(c) to be lifted and any legended certificates delivered pursuant to this Article 8, Section 6.01(c) to be replaced with certificates not bearing such legend. Holdco shall be subject note the following legend on its registry of members with respect to the provisions of Section 3.01 Covered Equity Securities held by Grupo VM in certificated form, and Section 3.02each certificate evidencing Covered Equity Securities shall bear the following legend on the face thereof: “THE SHARES REPRESENTED BY CERTIFICATE NO. [•] ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF [______], 2015, BETWEEN HOLDCO AND GRUPO VM, COPIES OF WHICH SHAREHOLDER AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF HOLDCO. THE SHARES REPRESENTED BY CERTIFICATE NO. [•] MAY NOT BE VOTED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SAID SHAREHOLDER AGREEMENT.”

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02No Unit may be transferred, and subject sold, assigned or exchanged if the transfer or sale of such Unit, when added to Section 8.01(b)the total of all other transfers or sales of Units within the period of twelve (12) consecutive months prior to the proposed date of sale or exchange, Section 8.01(c) and Section 8.01(d)would, any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and in the opinion of counsel for the Partnership, PubCorp or any of their controlled Affiliates, without result in the prior written approval termination of the General Partner, no Limited Partner Partnership under Section 708 of the Code unless the Partnership and the transferring holder shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances received a ruling from the Partnership pursuant thereto. Any IRS that the proposed sale or exchange will not cause such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreementtermination. (b) Except No transfer or assignment may be made if, as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice result of such Transfer; and transfer, a Limited Partner (iiother than one transferring all of his Units) will own fewer than the Transfer shall comply with all Applicable Lawsminimum number of Units required to be purchased under Section 8.5(b) hereof, unless such transfer is made on behalf of a Retirement Plan, or such transfer is made by gift, inheritance, intra-family transfer, family dissolution or to an Affiliate. (c) Notwithstanding No transfer or assignment of any other provision Unit may be made if counsel for the Partnership is of this Agreement the opinion that such transfer or assignment would be in violation of any state securities or “Blue Sky” laws (including investment suitability standards) applicable to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderPartnership. (d) Any Transfer of All Units originally issued pursuant to this Agreement, including this Article 8, qualification under the California Corporate Securities Law of 1968 shall be subject to, and all documents of assignment and transfer evidencing such Units shall bear, the following legend condition: (e) No transfer or assignment of any interest in the Partnership shall be made (i) in the case of Units subject to Section 17.3(d) hereof, unless the transferor shall have obtained, if necessary, the consent of the California Commissioner of the Department of Corporations to such transfer, (ii) unless the transferee shall have paid or, at the election of the General Partners, obligated himself to pay, all reasonable expenses connected with such transfer, substitution and admission, including, but not limited to, the cost of preparing an appropriate amendment to this Agreement to effectuate the transferee’s admission as a substituted Limited Partner pursuant to Section 17.4 hereof, or (iii) where the assignor and Assignee agree in connection therewith that the assignor shall exercise any residual powers remaining in him as a Limited Partner in favor of or in the interest or at the direction of the Assignee. (f) [Reserved.] (g) No Limited Partner may transfer or assign any Units or beneficial ownership interests therein (whether by sale, exchange, repurchase, redemption, pledge, hypothecation or liquidation), and any such purported transfer shall be void ab initio and shall not be recognized by the Partnership or be effective for any purpose unless (i) the General Partners determine, in their sole discretion, that the Partnership would be able to satisfy any of the secondary market safe harbors contained in Treasury Regulations Section 1.7704-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the IRS) for the Partnership’s taxable year in which such transfer otherwise would be effective, or (ii) the Partnership has received an opinion of counsel satisfactory to the provisions General Partners or a favorable IRS ruling that any such transfer will not result in the Partnership’s being classified as a publicly traded partnership for federal income tax purposes. The Limited Partners agree to provide all information with respect to a proposed transfer that the General Partners deem necessary or desirable in order to make such determination, including but not limited to, information as to whether the transfer occurred on a secondary market (or the substantial equivalent thereof). (h) Any purported transfer or assignment not satisfying all of Section 3.01 the foregoing conditions shall be void ab initio, and Section 3.02no purported transfer or assignment shall be of any effect unless all of the foregoing conditions have been satisfied. (i) A Limited Partner requesting a transfer of Units shall be required, as a condition to effecting such transfer, to pay a reasonable transfer fee in an amount determined by the General Partners to be sufficient to cover the costs to the Partnership associated with such transfer. A fee of fifty dollars ($50) shall be deemed reasonable, but shall not preclude a conclusion by the General Partners that a higher fee is reasonable.

Restrictions on Transfers. (a) Except as expressly otherwise permitted by this Section 8.024, and subject to Section 8.01(b), Section 8.01(ceach Warrant (including each Warrant issued upon the transfer of any Warrant) and Section 8.01(dall Warrant Shares shall be stamped or otherwise imprinted with legends in substantially the following form (with appropriate conforming modifications in the case of the legend appearing on any certificate representing Warrant Shares): "THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND SUCH SHARES, MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THIS WARRANT IS ALSO SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN A WARRANT AGREEMENT, DATED AS OF MARCH 22, 2002, AMONG THE COMPANY AND THE OTHER PARTIES REFERRED TO THEREIN (THE "WARRANT AGREEMENT"). THIS WARRANT MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT." (b) Prior to any transfer or attempted transfer of any Warrants, any underwriter lock-up agreement applicable the Holder of such Warrants shall give fifteen (15) calendar days' prior written notice (a "TRANSFER NOTICE") to the Company of such Holder's intention to effect such transfer, describing the manner and circumstances of the proposed transfer, and, if reasonably requested by the Company, obtain from counsel to such Partner or any other agreement between Holder who shall be reasonably satisfactory to the Company, an opinion that the proposed transfer of such Partner and Warrants may be effected without registration under the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval Securities Act. After receipt of the General PartnerTransfer Notice and, no Limited Partner if so requested, the opinion, the Company shall, within ten (10) calendar days thereof, notify the Holder of such Warrants that it may effect such transfer and such Holder shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining theretothereupon be entitled to transfer such Warrants, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement terms of the Transfer Notice. Each Warrant issued upon such transfer shall bear the restrictive legends set forth above, unless, with respect to the first legend above, in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act. The Holder of the Warrants giving the Transfer Notice shall not be considered a “Transfer” for entitled to transfer such Warrants until receipt of notice from the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of Company under this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, Section 4 that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term transfer is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderpermissible. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly otherwise permitted by Section 8.02this Agreement, and subject to Section 8.01(b)no Member shall Transfer, Section 8.01(c) and Section 8.01(d)directly or indirectly, any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp all or any of their controlled Affiliatesits Interest without the approval of the Board acting by Unanimous Action (any such Transfer so consented to or otherwise permitted hereunder being referred to in this Agreement as a “Permitted Transfer”). Notwithstanding the foregoing, no Transfer to an Unsuitable Party or a Company Competitor shall be permitted; provided that for the avoidance of doubt a Sale to a Company Competitor in accordance with Section 8.10 shall be permitted. Except for a Permitted Ownership Change, any direct or indirect change in the ultimate beneficial ownership of a Member’s Interest shall be deemed a Transfer for purposes of this Agreement. Notwithstanding the foregoing, without the prior written approval consent of any party, the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement following shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), Permitted Transfers: (i) KGH may, directly or indirectly, Transfer its Interest in whole or in part so long as the Transferee is not an Unsuitable Party or a Company Competitor and following such Transfer Och-Ziff Real Estate Advisors LP or an Affiliate thereof retains (A) control over such Interest and (B) control over Investment Vehicles beneficially owning at least 51% of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement Interest; and (ii) Clairvest may, directly or indirectly, Transfer its Interest in whole or in part so long as the Transferee is not an Unsuitable Party or Company Competitor and following such Transfer Clairvest Group Inc. or an Affiliate thereof retains (A) control over such Interest and (B) control over Investment Vehicles beneficially owning at least 51% of such Interest (the Permitted Transfers described in clauses (i) and (ii) being hereafter referred to as “Non-Control Transfers”). For purposes hereof, the term “KGH” shall be deemed to include any other Transfer Transferee of shares KGH, the term “Clairvest” shall be deemed to include any Transferee of Class A Common Stock Clairvest and the term “Lakes” shall not be considered a “Transfer” for purposes deemed to include any Transferee of this AgreementLakes. (b) Except as otherwise expressly provided hereinNotwithstanding Section 8.1(a), it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided Members hereby agree to the Partnership prior notice procedures set forth on Schedule 8.1 delivered to each of such Transfer; and (ii) the Transfer shall comply Members in connection with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement with respect to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderregulatory conflicts. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted hereinafter specifically provided, Borrower shall not, whether voluntarily or involuntarily, by Section 8.02operation of law or otherwise, (i) without obtaining the prior written consent of Lender (which consent may be given, withheld or conditioned by Lender in Lender's sole discretion), transfer, sell, pledge, convey, hypothecate, factor or assign all or any portion of the Collateral, the Encumbered Intervals, the Common Elements relating to the Inventory or any Resort facilities or amenities, or contract to do any of the foregoing, including, without limitation, pursuant to options to purchase, and so-called "installment sales contracts", "land contracts", or "contracts for deed", provided that the foregoing restriction on transfers shall not apply to the conveyance of SPV Assets to the SPV in accordance with the Silverleaf Finance II Documents, (ii) without obtaining the prior written consent of Lender (which consent may be given, withheld or conditioned by Lender in Lender's sole discretion), lease or license all or any portion of the Collateral, the Inventory, the Common Elements relating to the Inventory or any Resort facilities or amenities (except for the license created in favor of SPV under any license agreement with Borrower, Silverleaf Club or any timeshare owners association, to use or access the reservation system or related computer hardware or software for any Resort), or change the legal or actual possession or use thereof, (iii) permit the assignment, transfer, delegation, change, modification or diminution of the duties or responsibilities of Borrower, of any manager of the Resort approved by Lender as manager of the Resort (except for an assignment of such duties to a professional management company or companies reasonably acceptable to Lender in advance) without obtaining the prior written consent of Lender (which consent shall not be unreasonably withheld), or (iv) without obtaining the prior written consent of Lender (which consent may be given, withheld or conditioned by Lender in Lender's sole discretion), cause or permit the assignment, pledge or other encumbrance of any of the Operating Contracts or all or any portion of Borrower's right, title or interest in the Declaration. Without limiting the generality of the preceding sentence, and subject to Section 8.01(b)the terms of this Agreement, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval consent of Lender (as specified above) shall be required for (A) any transfer of the General PartnerInventory, no Limited Partner shall directly the Common Elements relating to the Inventory or indirectly Transfer any Resort facilities or amenities or any part thereof made to a subsidiary or Affiliate or otherwise, (B) any transfer of all or any part of its Units the Inventory, the Common Elements relating to the Inventory or any right Resort facilities or economic interest pertaining theretoamenities by Borrower to its stockholders or Affiliates or vice versa, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (iiC) any corporate merger or consolidation, disposition or other Transfer of shares of Class A Common Stock shall not reorganization, except as permitted in Section 7.1(c) hereof. In the event that Lender is willing to consent to a transfer which would otherwise be considered a “Transfer” for purposes of prohibited by this Agreement. Section (b) Except Lender may condition its consent on such terms as otherwise expressly provided hereinit desires, it shall be including, without limitation, an increase in the Interest Rate and the requirement that Borrower pay a condition precedent to transfer fee, together with any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) expenses incurred by Lender in connection with the Transferor shall have provided to the Partnership prior notice granting of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information consent (including, if requestedwithout limitation, reasonable attorneys' fees and customary representations and warranties) relating to such proposed Transfer and expenses). If Borrower violates the terms of this Section (ii) the General Partner determinesb), in its reasonable discretion, that such proposed Transfer (when combined with addition to any other Transfer) could not reasonably be expected rights or remedies which Lender may have herein, in any other Loan Document, or at law or in equity, Lender may by written notice to cause the Partnership to be classified Borrower increase, effective immediately as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer date of Units pursuant to this Agreementsuch violation, including this Article 8, shall be subject the Interest Rate to the provisions of Section 3.01 and Section 3.02Default Rate.

Restrictions on Transfers. This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by the Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner permission shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable such ▇▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such term is defined in other matters related thereto as may be reasonably requested by the Investor Rights AgreementCompany, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with evidence satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Subject to Section 8.025(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void; provided, however, that the Holder may assign the Warrant to an Affiliate (as defined in the Purchase Agreement) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and of the Partnership, PubCorp or any of their controlled Affiliates, Holder without the prior written approval consent of the General PartnerCompany. Any transfer of this Warrant or the Shares issuable upon exercise hereof (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) If there is then in effect a registration statement under the Securities Act covering such proposed disposition, such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such ▇▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or economic interest pertaining resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the SEC to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, including the right whereupon such Holder shall be entitled to receive or have any economic interest transfer such Securities in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance accordance with the provisions terms of this Agreement shall be deemed a Transfer the notice delivered by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initiothe Holder to the Company. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))herein, if the Securities are sold, assigned, transferred or otherwise disposed of (i) pursuant to an effective registration statement under the Securities Act, or (ii) in a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) public sale in accordance with Rule 144 under the Investor Rights Agreement shall not be considered a “Transfer” for the purposes Securities Act, none of the Agreement and (ii) any other Transfer of shares of Class A Common Stock transfer restrictions herein shall not be considered a “Transfer” for purposes of this Agreementapply. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Any transfer of this Warrant or the Shares (athe “Securities”) Except as expressly permitted by Section 8.02must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, and subject to Section 8.01(b)assignment, Section 8.01(c) and Section 8.01(d)transfer, any underwriter lock-up agreement applicable to such Partner pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 thateither: (i) there is then in effect a registration statement under the Transferor shall have provided to the Partnership prior notice of Securities Act covering such Transfer; andproposed disposition and such disposition is made in accordance with such registration statement, or (ii) the Transfer (A) such Holder shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement have given prior written notice to the contraryCompany of such ▇▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a reasonable detailed description of the manner and circumstances of the proposed disposition, no Limited Partner (B) the transferee shall directly have made the representations set forth in Section 10 with respect to itself as a Holder and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or indirectly Transfer all or (ii) a legal opinion to the effect that the transfer of such Securities may be effected in compliance with the terms of the Securities Act. Notwithstanding the foregoing, compliance with clauses (B) and (C) above shall not be required for any part transfer in compliance with Rule 144 and compliance with clause (C) above shall not be required for any transfer by the Holder to any affiliate of its Units the Holder (or any right fund or economic interest pertaining thereto)partnership under common control with one of more general partners or managing members of, other than or shares the same management company with, the Holder) or a Transfer expressly contemplated transfer by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating Holder to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderHolder’s partners, members or other equity owners, or retired partners, members or other equity owners or the estate of any partners, members or other equity owners or retired partners, members or other equity owners. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, Subject to Sections 4 and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner 5 and the Partnershipprovisions of any severance agreement that the Founders may enter into, PubCorp or any of their controlled Affiliateseach Founder agrees that, without the prior written approval consent of the General PartnerPreferred Majority, no Limited Partner he shall not, directly or indirectly Transfer all indirectly, sell, transfer, pledge, encumber, hypothecate or otherwise dispose of any of his Shares in the Company or any part of other Group Companies. In the case that any Share is held by its Units ultimate beneficial owner through one or more level of holding companies, any right transfer, repurchase, or economic interest pertaining thereto, including new issuance of the right to receive shares of such holding companies or similar transactions that have any economic interest the effect of change the beneficial ownership of such Share shall be deemed as an indirect transfer of such Shares. The Parties agree that the restrictions on the transfer of the Shares held by the Founders contained in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by apply to such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) indirect transfer and shall not be null and void ab initiocircumvented by means any indirect transfer of the Shares. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))contained herein, (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement transfer restriction shall not be considered apply to transfer of Shares now or hereafter directly or indirectly held by any Founder, to the parents, children or spouse, or to trusts for the benefit of such Persons, of any holder of Shares for bona fide estate planning purposes (each transferee pursuant to the foregoing, a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly Permitted Transferee”); provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have that adequate documentation therefor is provided to the Partnership prior notice of Preferred Shareholders to their satisfaction and that any such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of Permitted Transferee agrees in writing to be bound by this Agreement to and the contraryRestated M&A in place of the relevant transferor; provided, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretionfurther, that such proposed Transfer (when combined with transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder. Each Preferred Shareholder is entitled to, directly or indirectly, sell, transfer, pledge, encumber, hypothecate or otherwise dispose of any of its Shares in the Company or any of other Transfer) could not reasonably be expected Group Companies to cause the Partnership to be classified as a “publicly traded partnership” as any third party, except that term is defined in Section 7704 none of the Code and Treasury Regulations promulgated thereunderPreferred Shareholders may, without the prior written consent of the Ordinary Majority, transfer any Preferred Shares or Conversion Shares to any third party which is engaged in the business similar or competitive with the principal business of the Group Companies (the “Competitor”) or any Affiliate of any Competitor. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except No Stockholder may transfer by way of sale, exchange, assignment, pledge, gift or other disposition (all of which acts shall be deemed included in the term "transfer" as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(cused in this Agreement) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval all of the General PartnerShares (whether held in its, no Limited Partner shall directly his or indirectly Transfer all or any part of its Units or any her own right or economic interest pertaining theretoby a representative of the Stockholder, including such Stockholder hereinafter being referred to as a "Transferor") unless (i) such transfer of Shares is made on the right to receive or have any economic interest books of the Company and in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance accordance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation Article II of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) the transferee of such Shares (if other than (A) the Company or another Stockholder, (B) a transferee in a sale of Shares made under Rule 144 (or any other Transfer successor provision) under the Securities Act of shares 1933, as amended (the "Securities Act") or (C) a transferee of Class A Common Stock shall not be considered a “Transfer” for purposes of Shares registered under the Securities Act, that is otherwise permitted by this Agreement) agrees to become a party to this Agreement pursuant to Article V hereof and executes such further documents as may be necessary, in the opinion of the Company, to make him, her or it a party hereto. (b) Except as otherwise expressly provided herein, it Any purported transfer of Shares other than in accordance with this Agreement by any Transferor shall be a condition precedent null and void, and the Company shall refuse to recognize any such transfer for any purpose and shall not reflect in its records any change in record ownership of Shares pursuant to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Lawstransfer. (c) Notwithstanding The Company shall not, without the written consent of the holders of a majority, by voting power, of the outstanding Shares, issue any other provision Shares upon original issue or reissue or otherwise dispose of this Agreement to any Shares unless the contrary, no Limited Partner shall directly recipient or indirectly Transfer all or any part transferee of its Units such Shares (or any right or economic interest pertaining thereto), if other than a Transfer expressly contemplated Stockholder) shall agree to become a party to this Agreement pursuant to Article V hereof and executes such further documents as may be necessary, in the opinion of the Company, to make him, her or it a party hereto; provided that if the recipient or transferee of such Shares is an affiliate of any of the TPG Holders that is not a Stockholder and the TPG Holders shall hold a majority of the outstanding Shares, the aforementioned consent must be obtained from holders of a majority, by voting power, of the outstanding Shares other than Shares held by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderTPG Holders. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted Transfers of beneficial interests in any Note shall be limited to transfers to qualified institutional buyers each in accordance with the procedures set forth herein. (b) No Note may be sold or transferred (including, without limitation, by Section 8.02pledge or hypothecation) unless (x) such sale or transfer is exempt from the registration requirements of the Securities Act and is exempt under applicable state securities law and (y) such sale or transfer meets the restrictions set forth in clause (a) above. Any Noteholder or Note Owner desiring to effect a transfer of Notes or interests therein shall, and subject does hereby agree to Section 8.01(b)indemnify the Issuer, Section 8.01(c) and Section 8.01(d)the Administrator, any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner the Indenture Trustee and the Partnership, PubCorp Note Registrar against any liability that may result if the transfer is not so exempt or any is not made in accordance with such federal and state laws. Any transfer of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic an interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which any Note to a Person that is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and Qualified Institutional Buyer, shall be null and void ab initio. Notwithstanding anything and shall not be given effect for any purpose hereunder, and the Indenture Trustee shall hold any funds conveyed by the intended transferee of such interest for the transferor and shall promptly reconvey such funds to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) Person in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided written instructions thereof delivered to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsIndenture Trustee. (c) Notwithstanding Neither a member of any other provision “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Seller or a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of this such expanded group shall acquire any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an opinion of U.S. federal income tax counsel stating that the acquisition or reacquisition of such Note will not cause the Master Repurchase Agreement to the contraryfail to be Indebtedness for federal income tax purposes, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership Trust, initially upon acquisition of such Note or subsequent to the acquisition of such Note, to be classified as an association taxable as a “corporation, as a publicly traded partnership” , or as that term is any arrangement other than a trust the investors in which are treated as the owners of the trust’s assets under Section 671 of the Code. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 7704 1504 of the Code and Code) filing a consolidated federal income tax return that includes the Seller (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (i) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (i). No member of any “expanded group” that includes the Seller (as defined in Treasury Regulations promulgated thereunderRegulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an opinion of U.S. federal income tax counsel stating that the transfer of such Note will not cause the Trust to be classified as an association taxable as a corporation, as a publicly traded partnership, or as any arrangement other than a trust the investors in which are treated as the owners of the trust’s assets. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. With respect to any transfer or assignment of this Warrant (ain whole or in part) Except that qualifies as expressly permitted by a Permitted Transfer (as defined in Section 8.025(b) below), such transfer or assignment may be made without the Company’s prior written consent. With respect to any transfer or assignment of this Warrant (in whole or in part) that does not qualify as a Permitted Transfer, such transfer or assignment shall require the Company’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner permission shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Company’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Borrower shall not, without obtaining the prior written consent of Lender (awhich consent may be given, withheld or conditioned by Lender in Lender's discretion), whether voluntarily or involuntarily, by operation of law or otherwise, except as otherwise permitted; (i) Except transfer, sell, pledge, convey, hypothecate, factor or assign all or any portion of the Property or the other Collateral, or contract to do any of the foregoing, including, without limitation, pursuant to options to purchase, and so-called "installment sales contracts", "land contracts", or "contracts for deed" (except that Borrower shall have the right to sell Intervals to Purchasers in arms-length transactions, conduct bulk sales of Pledged Notes Receivable, in accordance with the terms of this Agreement, and Borrower shall be permitted to convey property in lieu of condemnation); (ii) lease or license the Property or any portion of the Property, or all or any portion of the Collateral, or change the legal or actual possession or use thereof; (iii) permit the dilution, transfer, pledge, hypothecation or encumbrance of any of the ownership interests in Borrower except the existing pledge disclosed in the financial statement of Guarantor; (iv) permit the assignment, transfer, change, modification or diminution of the duties or responsibilities of Borrower, the Guarantor or, to the extent within the control of Borrower, of any manager of the Property approved by Lender as expressly manager of the Property (except for an assignment of such duties to a professional management company or companies reasonably acceptable to Lender in advance); or (v) cause or permit the assignment, pledge or other encumbrance of any of the Operating Contracts, except for any pledges to existing lenders or as otherwise permitted by Section 8.02herein. Without limiting the generality of the preceding sentence, and subject to Section 8.01(b)the terms of this Agreement, Section 8.01(c) and Section 8.01(d)except as otherwise permitted herein, any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval consent of Lender shall be required for: (A) any transfer of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.Collateral or

Restrictions on Transfers. (a) Except as expressly permitted Each holder of Restricted Securities, by Section 8.02acceptance thereof, and subject agrees to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer comply in all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance respects with the provisions of this Agreement Section 4. Subject to the further limitations described in the Certificate of Designation of the Series B Preferred, prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall be deemed a Transfer by give written notice to the Company of such Limited Partner holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of Units the proposed transfer, sale, assignment or pledge in violation of this Agreement (and a breach of this Agreement by such Limited Partner) sufficient detail, and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), accompanied at such holder's expense by either (i) an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, be satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a Transfer "no action" letter from the Commission to the effect that the transfer of Registrable such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, or (iii) any other evidence satisfactory to counsel to the Company, whereupon the holder of such Restricted Securities (as shall be entitled to transfer such term is defined in the Investor Rights Agreement) Restricted Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and notice delivered by the holder to the Company. The Company will not require such a notice or legal opinion or "no action" letter (iia) in any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. customary transaction in compliance with Rule 144, (b) Except as otherwise expressly provided hereinin any transaction in which a Holder which is a corporation distributes Restricted Securities solely to its majority owned subsidiaries or affiliates for no consideration, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding in any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than transaction in which a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as Holder which is a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.partnership or

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02, and subject Subject to Section 8.01(b5(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner this Warrant may be transferred or any other agreement between such Partner and the Partnership, PubCorp assigned in whole or any of their controlled Affiliates, in part without the Company’s prior written approval consent so long as the transferee or assignee is not a Competitor (as defined in the Amended and Restated Investors’ Rights Agreement, dated on or about the date hereof) of the General PartnerCompany. For the sake of clarity, no Limited Partner neither Pivotal bioVenture Partners Fund I, L.P, Novo Holdings A/S or Vivo PANDA Fund, L.P or their Affiliates (as defined in the Amended and Restated Investors’ Rights Agreement, dated on or about the date hereof) shall directly be deemed to be a Competitor. Any attempt by Holder to transfer or indirectly Transfer assign any rights, duties or obligations that arise under this Warrant in contravention of the foregoing sentence shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense and option, either (i) an opinion of counsel reasonably satisfactory to the Company if such opinion is reasonably determined to be required by the Company’s counsel, to the effect that such disposition will not require registration of such Securities under the Securities Act, or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of shares of Class A Common Stock shall not be considered a “Transfer” counsel for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved transactions made pursuant to this Article 8 that: (i) the Transferor shall have provided Rule 144 except in unusual circumstances or if such opinion is reasonably determined to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated be required by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderCompany’s counsel. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except In addition to the restrictions applicable to this Warrant set forth in Section 1.15 of the Amended and Restated Investors’ Rights Agreement dated as expressly permitted by Section 8.02of December 22, 2005, as amended, and subject to Section 8.01(b5(b) hereof, this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), Section 8.01(c) and Section 8.01(d)any attempt by Holder to transfer or assign any rights, any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner permission shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (together, no Limited Partner shall directly the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02Absent the written consent of the Board, and subject no Holder shall Transfer any Shares to any Person nor shall the Company issue, sell or otherwise Transfer any Shares to any Person: (i) if such Transfer, issuance or sale would, if effected, (A) violate any applicable securities or other laws, (B) unless the Shares are registered pursuant to Section 8.01(b12(b) or 12(g) of the Exchange Act, result in the Company having Holders of record exceeding in number either (x) 2,000 or (y) 500 or more Persons who are not Accredited Investors or (C) limit, impair or eliminate the Company’s net operating losses; (ii) if the transferee or the Person being issued or sold the Shares is determined by the Board, in its good faith judgment, to be a competitor, customer or supplier of the Company or any Subsidiary and such Transfer would be adverse to the Company and its Subsidiaries taken as a whole; (iii) unless, except as otherwise set forth in Section 2.1(b), Section 8.01(cthe transferee or the Person being issued or sold the Shares (A) is a Holder or (B) becomes a Holder by (x) executing and Section 8.01(d)delivering to the Company a Joinder Agreement in the form attached hereto as Exhibit A and (y) if such Person is a resident of a jurisdiction with a community or marital property system, any underwriter lock-up agreement applicable cause his or her spouse to execute a Spousal Acknowledgement in the form attached hereto as Exhibit B; and (iv) if such Partner Transfer, issuance or sale would have adverse regulatory consequences on the Company or any other agreement between such Partner and Subsidiary, including (A) subjecting the Partnership, PubCorp Company or any of their controlled AffiliatesSubsidiary to review or investigation conducted by the Committee on Foreign Investment in the United States; (B) requiring that the Company or any Subsidiary be deemed to be operating under foreign ownership, without control or influence within the prior written approval meaning of the General Partner, no Limited Partner shall directly National Industrial Security Program Operating Manual; (C) creating an actual or indirectly Transfer all potential organizational conflict of interest that cannot be mitigated; or (D) subjecting the Company or any part Subsidiary to suspension or debarment from receiving contracts with the United States. (b) The requirements of its Units Section 2.1(a) shall not apply to (i) a Transfer by the ESOP Trustee of all of the outstanding Shares Beneficially Owned by the ESOP Trustee to a Person that is not an Affiliate of the Company, the ESOP or the ESOP Trustee or (ii) a Transfer by the ESOP Trustee of any right or economic interest pertaining theretoShares to a Participant; provided, including however, that in the right event of a Transfer by the ESOP Trustee of any Shares to receive or have any economic interest a Participant, the Company shall request in distributions or advances from writing the Partnership pursuant theretoParticipant to execute and deliver to the Company a Joinder Agreement. Any such Transfer which or purported Transfer of Shares that is not in compliance with the provisions of this Agreement Article II shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (void and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated recognized by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunderCompany. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02This Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void; provided, however, that the Holder may assign the Warrant to an Affiliate (as defined in the Purchase Agreement) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and of the Partnership, PubCorp or any of their controlled Affiliates, Holder without the prior written approval consent of the General PartnerCompany. Any transfer of this Warrant or the Shares issuable upon exercise hereof (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) If there is then in effect a registration statement under the Securities Act covering such proposed disposition, such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or economic interest pertaining resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the SEC to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, including the right whereupon such Holder shall be entitled to receive or have any economic interest transfer such Securities in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance accordance with the provisions terms of this Agreement shall be deemed a Transfer the notice delivered by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initiothe Holder to the Company. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c))herein, if the Securities are sold, assigned, transferred or otherwise disposed of (i) pursuant to an effective registration statement under the Securities Act, or (ii) in a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) public sale in accordance with Rule 144 under the Investor Rights Agreement shall not be considered a “Transfer” for the purposes Securities Act, none of the Agreement and (ii) any other Transfer of shares of Class A Common Stock transfer restrictions herein shall not be considered a “Transfer” for purposes of this Agreementapply. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted hereinafter specifically provided, Borrower shall not, whether voluntarily or involuntarily, by Section 8.02operation of law or otherwise, (i) without obtaining the prior written consent of Lender (which consent may be given, withheld or conditioned by Lender in Lender’s sole discretion), transfer, sell, pledge, convey, hypothecate, factor or assign all or any portion of the Collateral, the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities, or contract to do any of the foregoing, including, without limitation, pursuant to options to purchase, and so-called installment sales contracts, land contracts, or contracts for deed, provided that the foregoing restriction on transfers shall not apply to the conveyance of SPV Assets to the SPV in accordance with the Silverleaf Finance II Documents, (ii) without obtaining the prior written consent of Lender (which consent may be given, withheld or conditioned by Lender in Lender’s sole discretion), lease or license all or any portion of the Collateral, the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any Resort facilities or amenities (except for the license created in favor of SPV under any license agreement with Borrower, Silverleaf Club or any timeshare owners association, to use or access the reservation system or related computer hardware or software for any Resort), or change the legal or actual possession or use thereof, (iii) permit the assignment, transfer, delegation, change, modification or diminution of the duties or responsibilities of Borrower, of any manager of the Resorts approved by Lender as manager of the Resorts (except for an assignment of such duties to a professional management company or companies reasonably acceptable to Lender in advance) without obtaining the prior written consent of Lender (which consent shall not be unreasonably withheld), or (iv) without obtaining the prior written consent of Lender (which consent may be given, withheld or conditioned by Lender in Lender’s sole discretion), cause or permit the assignment, pledge or other encumbrance of any of the Operating Contracts or all or any portion of Borrower’s right, title or interest in the Declaration. Without limiting the generality of the preceding sentence, and subject to Section 8.01(b)the terms of this Agreement, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval consent of Lender (as specified above) shall be required for (A) any transfer of the General PartnerEncumbered Intervals, no Limited Partner shall directly the Common Elements relating to the Encumbered Intervals or indirectly Transfer any Resort facilities or amenities or any part thereof made to a subsidiary or Affiliate or otherwise, (B) any transfer of all or any part of its Units the Encumbered Intervals, the Common Elements relating to the Encumbered Intervals or any right Resort facilities or economic interest pertaining theretoamenities by Borrower to its stockholders or Affiliates or vice versa, including and (C) any corporate merger or consolidation, disposition or other reorganization, except as permitted in Section 7.1(c). In the right event that Lender is willing to receive or have consent to a transfer which would otherwise be prohibited by this Section 7.2(b) Lender may condition its consent on such terms as it desires, including, without limitation, an increase in the Interest Rate and the requirement that Borrower pay a transfer fee, together with any economic interest expenses incurred by Lender in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance connection with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice granting of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information consent (including, if requestedwithout limitation, reasonable attorneys’ fees and customary representations and warranties) relating to such proposed Transfer and (ii) expenses). If Borrower violates the General Partner determinesterms of this Section 7.2(b), in its reasonable discretion, that such proposed Transfer (when combined with addition to any other Transfer) could not reasonably be expected rights or remedies which Lender may have herein, in any other Loan Document, or at law or in equity, Lender may by written notice to cause the Partnership to be classified Borrower increase, effective immediately as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer date of Units pursuant to this Agreementsuch violation, including this Article 8, shall be subject the Interest Rate to the provisions of Section 3.01 and Section 3.02Default Rate.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without compliance with the terms of this Section 5(a) (a) Except as expressly permitted by Section 8.02except in the case of a Permitted Transfer), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. Except in the case of a Permitted Transfer, the Holder agrees not to make any underwriter lock-up agreement applicable to such Partner sale, assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have any economic interest in distributions or advances from given prior written notice to the Partnership pursuant thereto. Any Company of such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by Holder’s intention to make such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) disposition and shall be null have furnished the Company with a description in reasonable detail of the manner and void ab initio. Notwithstanding anything circumstances of the proposed disposition, (B) the transferee shall have confirmed to the contrary reasonable satisfaction of the Company in this Article 8 writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreementcase of transfers among affiliated entities) such Holder shall have furnished the Company, at the Holder’s expense, with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Unvested Shares may not be sold or otherwise transferred by Purchaser without the Company’s prior written consent. Purchaser hereby agrees that Purchaser shall make no disposition of the Shares (other than as permitted by this Agreement) unless and until: (a) Except as expressly permitted by Section 8.02Purchaser shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition; (b) Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares, including but not limited to the Refusal Right, the Market Standoff and the Repurchase Option; and (c) Purchaser shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that (i) the proposed disposition does not require registration of the Shares under the Securities Act or under any state securities laws, and subject to Section 8.01(b), Section 8.01(c(ii) all appropriate actions necessary for compliance with the registration and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval qualification requirements of the General PartnerSecurities Act and any state securities laws, no Limited Partner shall directly or indirectly Transfer all of any exemption from registration or any part qualification, available thereunder (including Rule 144) have been taken. Each person (other than the Company) to whom the Shares are transferred by means of its Units or any right or economic interest pertaining theretoone of the permitted transfers specified in this Agreement must, including as a condition precedent to the right validity of such transfer, acknowledge in writing to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any Company that such Transfer which person is not in compliance with bound by the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything that the transferred Shares are subject to the contrary in this Article 8 (other than Company’s Refusal Right or the Repurchase Option granted hereunder and the market stand-off provisions of Section 8.01(c))4 hereof, (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of same extent such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated Shares would be so subject if retained by the Exchange AgreementPurchaser. In addition, unless Purchaser acknowledges and until (i) such Limited Partner provides agrees that the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, Shares shall be subject to the provisions restrictions on transferability and resale set forth in the Company’s Bylaws on the date of Section 3.01 and Section 3.02exercise (as may be amended and/or restated from time to time, the “Bylaws”).

Restrictions on Transfers. Any transfer of this Warrant or the Shares (athe “Securities”) Except as expressly permitted by Section 8.02must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, and subject to Section 8.01(b)assignment, Section 8.01(c) and Section 8.01(d)transfer, any underwriter lock-up agreement applicable to such Partner pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Company’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. 6.1.1 Each Shareholder, severally and not jointly, agrees and acknowledges that it will not, directly or indirectly, offer, sell, assign, pledge, encumber or otherwise transfer any Shares or solicit any offers to purchase or otherwise acquire or make a pledge of any Shares unless such offer, sale, assignment, pledge, encumbrance or other transfer complies with the provisions of this Agreement. 6.1.2 No Shareholder shall sell, assign, pledge, encumber or otherwise transfer any Shares to any Person (aregardless of the manner in which such Shareholder initially acquired such Shares) Except nor shall Bus issue, sell or otherwise transfer any Shares to any Person (all Persons acquiring Shares from a Shareholder or from Bus, regardless of the method of transfer, shall be referred to collectively as expressly permitted by Section 8.02“Transferees” and individually as a “Transferee”) unless such Transferee (including any Permitted Transferee) shall have executed and delivered to Bus, as a condition precedent to any acquisition of Shares, a Deed of Adherence in the form set out in Schedule 2 confirming that such Transferee takes such Shares subject to all the terms and conditions of this Agreement, and subject agrees to be bound by the terms of this Agreement. 6.1.3 Any transfer or attempted transfer of any Shares in violation of this Section 8.01(b)6.1 or with any other Section of this Agreement shall be null and void and of no effect, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable Bus shall not give effect to such Partner transfer nor record such transfer on its share register or treat any other agreement between purported Transferee of such Partner and Shares as the Partnership, PubCorp or owner of such Shares for any of their controlled Affiliates, without the prior written approval of the General Partnerpurpose. 6.1.4 Except in accordance with Clause 6.1.2 hereof, no Limited Partner Shareholder shall directly grant any proxy or indirectly Transfer all enter into or agree to be bound by any part voting trust with respect to any Shares, nor shall any Shareholder enter into any shareholder agreements or arrangements of its Units or any right or economic interest pertaining theretokind with any Person with respect to any Shares, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance inconsistent with the provisions of this Agreement shall be deemed a Transfer by (whether or not such Limited Partner agreements and arrangements are with other Shareholders or holders of Units in violation of Shares who are not parties to this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Agreement), including but not limited to, agreements or arrangements with respect to the contrary acquisition, disposition or voting of Shares, nor shall any Shareholder act, for any reason, as a member of a group or in this Article 8 concert with any other Persons (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights AgreementPermitted Transferees) in accordance connection with the Investor Rights Agreement shall not be considered a “Transfer” for acquisition, disposition or voting of Shares in any manner which is inconsistent with the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes provisions of this Agreement. 6.1.5 None of the restrictions contained in this Agreement with respect to transfers of Shares (other than those set forth in Clause 6.1.1, 6.1.2 and 6.5) shall apply to: (a) any transfer or assignment (for consideration or as a gift) by any Shareholder who is an individual to any spouse, child or grandchild of such Shareholder, or by any of such relatives to such Shareholder or to any one or more of such relatives, or by any Shareholder or any such relatives to a trust of which there are no principal beneficiaries other than the Shareholder and/or one or more of such relatives; (b) Except as otherwise expressly provided hereinany transfer to a legal representative in the event any Shareholder becomes mentally incompetent; (c) any transfer by will or the laws of descent; (d) with respect to a Shareholder which is a corporation or partnership, it shall be a condition precedent any transfer by such Shareholder to any Transfer otherwise permitted Affiliate thereof, provided, however, if any such Affiliate which is a Transferee ceases to be an Affiliate of such Shareholder, such Transferee shall transfer its Shares to the original Shareholder or approved a Permitted Transferee of such original Shareholder; (e) bona fide pledges of Shares by a Manager to Bus, a bank or other financial institution in order to secure indebtedness for borrowed money incurred by such Manager in order to finance or refinance the purchase of Shares or to pay taxes related to the sale of such Shares by such Manager; (f) with respect to any Shareholder which is a limited partnership, the partners, or a liquidating trust for the benefit of the partners, of such Shareholder in accordance with the provisions of the limited partnership agreement governing such Shareholder as then in effect; (g) a transfer by Holding AB to any of its direct or indirect shareholders or to or among any investment fund sponsored by it or any of its Affiliates; or (h) a transfer to any Person, who, alone or in concert with other Persons, acquired an interest in the Restructuring Shares after the Restructuring and is able to control a majority of the votes attached to the Restructuring Shares issued to the Shareholders pursuant to this Article 8 that:the Restructuring, on the condition that such transfer be on the same terms and conditions as the interest that was acquired by such Person(s); (i) nothing in this Clause 6 will prevent ▇▇▇▇▇▇▇ ▇▇▇▇▇ or Schoyen from selling any Shares in Bus following the Transferor shall have provided establishment of a listing or dealing facility relating to the Partnership prior notice of such Transfer; andits Shares; (iij) the Transfer shall provided, that in each of Clauses (a) to (h) each Transferee, donee, distributee or pledgee (a “Permitted Transferee”) agrees to take subject to and to comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02Clause 6.

Restrictions on Transfers. ‌ 4.1.1 Each Holder shall be permitted to Transfer any shares of Common Stock held by such Holder; provided, that (ai) such Transfer must comply with this Article 4 and the other provisions of this Agreement and the Certificate of Incorporation and (ii) such Transfer must comply with the Securities Act and all applicable state securities or “blue sky” laws, and (iii) such Holder provides written notice to the Company no less than two (2) Business Days prior to any Transfer of its intention to Transfer shares of Common Stock, which notice shall state the name and address of the proposed Transferee, the number of shares Common Stock proposed to be Transferred to the proposed Transferee and the proposed closing date of such Transfer. 4.1.2 Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partnerspecifically contemplated hereby, no Limited Partner Holder shall directly grant any proxy or indirectly Transfer all enter into or agree to be bound by any part voting trust with respect to any shares of its Units Common Stock, nor enter into any stockholder agreements or arrangements of any right or economic interest pertaining thereto, including the right kind with any Person with respect to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance shares of Common Stock inconsistent with the provisions of this Agreement shall be deemed a Transfer by (whether or not such Limited Partner of Units in violation of this Agreement (agreements and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (arrangements are with other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer Holders or holders of shares of Class A Common Stock who are not parties to this Agreement), including agreements or arrangements with respect to the acquisition, disposition or voting of shares of Common Stock, nor shall not be considered any Holder act, for any reason, as a member of a “Transfergroup” for purposes (as determined under Section 13(d)(3) of the Exchange Act) or in concert with any other Persons in connection with the acquisition, disposition or voting of shares of Common Stock in any manner which is inconsistent with the provisions of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) 4.1.3 Notwithstanding any other provision of anything in this Agreement to the contrary, no Limited Partner Holder shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 Equity Securities of the Code and Treasury Regulations promulgated thereunderCompany to a Company Competitor. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. (a) Except as expressly permitted by otherwise provided in Section 8.02, and subject to Section 8.01(b1.3(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled Affiliates, without absent the prior written approval consent of Stereotaxis (which consent may be granted or withheld in Stereotaxis’s sole discretion), each Stockholder hereby agrees that, from the date hereof until the Expiration Date, it shall not, directly or indirectly, (i) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of applicable Law or otherwise) (a “Transfer”), either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding providing for the Transfer of any Shares or NewCo Shares (or any rights attached thereto, or any economic interests therein), (ii) deposit any Shares or NewCo Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto, or (iii) agree (whether or not in writing) to take any of the General Partner, no Limited Partner shall directly actions prohibited by the foregoing clause (i) or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto(ii). Any such purported Transfer which is not in compliance of Shares or NewCo Shares inconsistent with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and Section 1.3 shall be null and void ab initiovoid. Notwithstanding anything For the avoidance of doubt, nothing herein shall be deemed to restrict the ability of Stockholder to exercise, prior to the contrary end of the Expiration Date, any Company Stock Options and Other Rights held by Stockholder. The restrictions set forth in this Article 8 Section 1.3(a) shall not apply to any Transfer of Shares or NewCo Shares by Stockholder (other than Section 8.01(c)i) for the net settlement of such Stockholder’s Company Stock Options and Other Rights (defined below) (to pay the exercise price thereof and any Tax withholding obligations), (iii) for the exercise of such Stockholder’s Company Stock Options and Other Rights and the sale of a Transfer sufficient number of Registrable Securities such Shares acquired upon exercise of such Company Stock Options and Other Rights as would generate sale proceeds sufficient to pay to the Company the aggregate applicable exercise price of shares then exercised under such Company Stock Options and Other Rights and any Tax withholding obligations of the Company arising as a result of such exercise, (as such term is defined iii) in the Investor Rights Agreementcase of any Stockholder that is a partnership or limited liability company, to one or more partners or members of Stockholder or to an affiliated corporation, trust or other business entity under common control with Stockholder or (iv) in accordance the case of any Stockholder that is a trust, a transfer to a beneficiary; provided, that in each case, the transferee shall concurrently with the Investor Rights Agreement shall not such Transfer execute a customary joinder in form and substance reasonably satisfactory to Stereotaxis agreeing to be considered a “TransferStockholder” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall hereunder if such transferee is not be considered already a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant party to this Agreement, including and to perform all obligations as a Stockholder pursuant to this Article 8, shall be subject Agreement with respect to the provisions Shares; provided, further, that such Stockholder shall remain liable for the breaches by any of Section 3.01 and Section 3.02such transferee of the terms hereof.

Restrictions on Transfers. (a) Except as expressly permitted by otherwise provided in this Section 8.023.1 or Section 3.2, and subject the M/C Stockholders hereby agree that until the Expiration Date, the M/C Stockholders will not offer, sell, contract to Section 8.01(b)sell, Section 8.01(c) and Section 8.01(dgrant any option to purchase, or otherwise dispose of, directly or indirectly, ("Transfer"), any underwriter lock-up agreement equity securities of the Company or any other securities convertible into or exercisable for such equity securities ("Securities") beneficially owned by such M/C Stockholders as a result of the Merger (including distributions of Securities with respect to such Securities and Securities acquired as a result of a stock split with respect to such Securities) without submitting a written request to, and receiving the prior written consent of, the Board of Directors; provided, however, that the M/C Stockholders may transfer Securities to any beneficial owner or Affiliate of the M/C Stockholders, in each case provided that (i) such transfer is done in accordance with the transfer restrictions applicable to such Partner Securities under federal and state securities laws and (ii) the transferee agrees to be bound by the terms hereof (as this Agreement may be amended or amended and restated from time to time) as an M/C Stockholder with respect to the shares being transferred pursuant to this Section (any other agreement between such Partner M/C Stockholder transferee pursuant to the foregoing proviso, an "M/C Stockholder Permitted Transferee"), and any such transfer shall not constitute a "Transfer" for purposes of this Agreement. Notwithstanding the Partnership, PubCorp or any of their controlled Affiliates, without the prior written approval of the General Partnerforegoing, no Limited Partner party hereto shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with avoid the provisions of this Agreement shall be deemed a Transfer by making one or more transfers to one or more M/C Stockholder Permitted Transferees and then at any time directly or indirectly disposing of all or any portion of such Limited Partner party's interest in any such M/C Stockholder Permitted Transferee. In the event that the Board of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Directors consents to the contrary in this Article 8 (other than Section 8.01(c)), (i) a any Transfer of Registrable Securities by a Principal Stockholder (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. , the term "Principal Stockholder" shall have the same meaning as ascribed to such term in the Second Amended and Restated November 1998 Stockholders' Agreement) pursuant to Section 3.1(a) of the Second Amended and Restated November 1998 Stockholders' Agreement upon the written request of such Principal Stockholder (bthe "Transferring Principal Stockholder") Except during the period commencing on January 1, 2000 and ending on the Expiration Date and except as otherwise expressly provided hereinin Section 3.1(b) and Section 3.2 of this Agreement, it shall the M/C Stockholders shall, notwithstanding the provisions of this Section 3.1(a), have the right to Transfer a percentage of the total number of Securities beneficially owned by the M/C Stockholders equal to the percentage of the total number of Securities beneficially owned by the Transferring Principal Stockholder that the Board of Directors has consented may be a condition precedent Transferred by such Transferring Principal Stockholder. In the event the Board of Directors consents to any Transfer otherwise permitted or approved of Securities by the M/C Stockholders pursuant to this Article 8 that: Section 3.1(a) upon the written request of the M/C Stockholders (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto"Transferring M/C Stockholders"), other than a Transfer expressly contemplated by and except as otherwise provided in Section 3.1(b) and Section 3.2 of the Exchange Second Amended and Restated November 1998 Stockholders' Agreement, unless and until (i) such Limited Partner provides the General Partner with information (includingeach Principal Stockholder shall, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to notwithstanding the provisions of Section 3.01 3.1(a) of the Second Amended and Section 3.02Restated November 1998 Stockholders' Agreement, have the right to Transfer a percentage of the total number of Securities beneficially owned by such Principal Stockholder equal to the percentage of the total number of Securities beneficially owned by the Transferring M/C Stockholders that the Board of Directors has consented may be Transferred by such Transferring M/C Stockholders.

Restrictions on Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent (a) Except as expressly permitted by Section 8.02which shall not be unreasonably withheld), and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(cduties or obligations that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and Section 8.01(d)state securities laws. The Holder agrees not to make any sale, any underwriter lock-up agreement applicable to such Partner assignment, transfer, pledge or any other agreement between such Partner and the Partnership, PubCorp or any disposition of their controlled Affiliates, without the prior written approval of the General Partner, no Limited Partner shall directly or indirectly Transfer all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining theretotherein, including unless and until the right transferee thereof has agreed in writing for the benefit of the Company to receive or have any economic interest take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything Warrant to the contrary in this Article 8 (other than Section 8.01(c))same extent as if the transferee were the original Holder hereunder, and (i) there is then in effect a Transfer registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) (A) such Holder shall have given prior written notice to the Company of Registrable Securities such ▇▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (as such term is defined B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the Investor Rights Agreementform of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes terms of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) notice delivered by the Transferor shall have provided Holder to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable LawsCompany. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretion, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.

Restrictions on Transfers. Grantor shall comply with the following restrictions on transfers, provided, however, that nothing in Paragraph 1.15 hereof or this Paragraph 1.16 shall be deemed to apply to, restrict or otherwise limit to any degree any sale, transfer, encumbrance, hypothecation or other assignment or transfer of any of the publicly traded stock of Mego Financial Corp.: (a) Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to such Partner or any other agreement between such Partner and the Partnership, PubCorp or any of their controlled AffiliatesGrantor shall not, without first obtaining the prior written approval consent of the General PartnerBeneficiary (which consent may be given or withheld by the Beneficiary in the Beneficiary's sole discretion), no Limited Partner shall directly whether voluntarily or indirectly Transfer involuntarily by operation of law or otherwise (i) transfer, sell, convey or assign all or any part portion of its Units the Premises, or contract to do any of the foregoing, including, without limitation, options to purchase and installment sales contracts, land contracts, real estate contracts or contracts for deed, (ii) lease all or any right portion of the Premises or economic change the legal possession or use thereof, except as otherwise permitted pursuant to Paragraph 1.07 hereof, or (iii) except as provided in this Paragraph, permit the dilution, transfer, pledge, hypothecation or encumbrance of any partnership interest pertaining theretoof Grantor, including the right to receive or have of any economic interest stock, partnership or beneficial interests in distributions or advances from the Partnership pursuant thereto. Any such Transfer any partner of Grantor which is not in compliance with a corporation, partnership or a trust (exclusive of Grantor limited partner transfers). Without limiting the provisions generality of this Agreement the preceding sentence, the prior written consent of the Beneficiary shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), required for (i) any transfer made to a Transfer subsidiary or affiliate entity of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and Grantor, (ii) any other Transfer transfer made to a reconstituted general or limited partnership, (iii) transfers by any partnership to its individual partners or vice versa, (iv) any transfer by any corporation to its stockholders or vice versa, and (v) any corporate merger or consolidation. In the event that the Beneficiary, in the Beneficiary's sole discretion, is willing to consent to a transfer which would otherwise be prohibited by this Paragraph 1.16(a), the Beneficiary may condition its consent on such terms as it desires, including, without limitation, an increase in the interest rate of shares the Note (and recalculation of Class A Common Stock shall not be considered the amortization provisions thereof), and the requirement that Grantor pay a “Transfer” for purposes transfer fee, together with any expenses incurred by the Beneficiary in connection with the granting of this Agreementsuch consent (including, without limitation, attorneys' fees). (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to Notwithstanding anything contained in this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement Paragraph 1.16 to the contrary, no Limited Partner shall directly in the event that Grantor requests, prior to the maturity or indirectly Transfer all or any part other repayment in full of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreement, unless and until (i) such Limited Partner provides the General Partner with information (including, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) the General Partner determines, in its reasonable discretionIndebtedness, that such proposed Transfer (when combined with any other Transfer) could not reasonably be expected Beneficiary consent to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 transfer of and the release of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer lien of Units pursuant to this Agreement, including this Article 8, shall be subject to the provisions of Section 3.01 and Section 3.02.this

Restrictions on Transfers. (a) Except as expressly permitted by Section 8.02The Holder may not transfer or assign this Warrant in whole or in part without providing the Company with 10 days prior written notice, and subject any attempt by Holder to Section 8.01(b)transfer or assign any rights, Section 8.01(c) and Section 8.01(d), any underwriter lock-up agreement applicable to duties or obligations that arise under this Warrant without such Partner notice shall be void. Any transfer of this Warrant or any other agreement between such Partner and the Partnership, PubCorp Shares or any the shares of their controlled Affiliates, without the prior written approval common stock issuable upon conversion of the General PartnerShares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, no Limited Partner shall directly assignment, transfer, pledge or indirectly Transfer other disposition of all or any part portion of its Units the Securities, or any right or economic beneficial interest pertaining thereto, including the right to receive or have any economic interest in distributions or advances from the Partnership pursuant thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Limited Partner of Units in violation of this Agreement (and a breach of this Agreement by such Limited Partner) and shall be null and void ab initio. Notwithstanding anything to the contrary in this Article 8 (other than Section 8.01(c)), (i) a Transfer of Registrable Securities (as such term is defined in the Investor Rights Agreement) in accordance with the Investor Rights Agreement shall not be considered a “Transfer” for the purposes of the Agreement and (ii) any other Transfer of shares of Class A Common Stock shall not be considered a “Transfer” for purposes of this Agreement. (b) Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or approved pursuant to this Article 8 that: (i) the Transferor shall have provided to the Partnership prior notice of such Transfer; and (ii) the Transfer shall comply with all Applicable Laws. (c) Notwithstanding any other provision of this Agreement to the contrary, no Limited Partner shall directly or indirectly Transfer all or any part of its Units (or any right or economic interest pertaining thereto), other than a Transfer expressly contemplated by the Exchange Agreementtherein, unless and until (a) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and (b) (1) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (2) (A) such Holder shall have given prior written notice to the Company of such ▇▇▇▇▇▇’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing that the Securities are being acquired (i) such Limited Partner provides solely for the General Partner with information (includingtransferee’s own account and not as a nominee for any other party, if requested, reasonable and customary representations and warranties) relating to such proposed Transfer and (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the General Partner determinesCompany, in its reasonable discretionand (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such proposed Transfer (when combined disposition will not require registration of such Securities under the Securities Act whereupon such Holder shall be entitled to transfer such Securities in accordance with any other Transfer) could not reasonably be expected to cause the Partnership to be classified as a “publicly traded partnership” as that term is defined in Section 7704 terms of the Code and Treasury Regulations promulgated thereunder. (d) Any Transfer of Units pursuant to this Agreement, including this Article 8, shall be subject notice delivered by the Holder to the provisions of Section 3.01 and Section 3.02Company.