Common use of Share Transfer Restrictions Clause in Contracts

Share Transfer Restrictions. (a) Buyer and Seller agree that, without the prior written consent of Seller, Buyer will not sell, transfer or otherwise, directly or indirectly, dispose of any of the Shares prior to the second anniversary of the Closing Date; provided, however, that the restrictions on transfer set forth in this Section 4.6 shall terminate and expire upon the earlier of: (i) the repayment in full of the Promissory Note; (ii) Buyer no longer being a Director (other than as a result of Buyer resigning from his directorship or being removed from his directorship by an affirmative vote of the shareholders of Seller for cause); or (iii) the Continuing Directors (as defined herein) shall no longer constitute a majority of the Board of Directors of Seller. (b) Notwithstanding anything to the contrary contained herein or in any other document executed in connection with the matters contemplated hereby, the restriction contained in Section 4.6(a) hereof shall not: (i) prohibit Buyer from, and Buyer shall be entitled to participate in, (1) any offer made by Seller to its shareholders generally (including, without limitation, any tender or exchange offer or share repurchase program) and (2) any merger, tender offer, reorganization, share exchange, consolidation or similar transaction approved by the Board of Directors; (ii) apply to any bona fide pledge of the Shares by Buyer (it being understood that the pledgee thereunder shall remain subject to the restrictions set forth in Section 4.6(a) hereof); and (iii) apply to any transfer of the Shares to Buyer's immediate family members (including grandchildren), to any entity in which Buyer or members of his immediate family own all of the capital stock or equity interests or to or among Buyer's estate (including, without limitation, any transfer by Buyer to or among any trust, custodial or other similar accounts or funds for the benefit of Buyer or any other member of his immediate family), in each instance with such transferee (each, a "Permitted Transferee"), remaining subject to the restrictions set forth in Section 4.6(a) hereof. (c) Buyer and Seller further acknowledge and agree that the certificate or certificates evidencing the Shares shall bear a legend reflecting the transfer restrictions set forth in this Section 4.6 for so long as such transfer restrictions shall remain in effect in accordance with the terms of this Section 4.6.

Share Transfer Restrictions. (a) Buyer and Seller agree thatPrior to an Exchange Listing, without the prior written consent of Seller, Buyer will Subscriber may not sell, transfer offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise, directly or indirectly, otherwise dispose of (each, a “Transfer”) any of the its Shares prior to the second anniversary of the Closing Date; provided, however, that the restrictions on transfer set forth in this Section 4.6 shall terminate and expire upon the earlier of: or its Capital Commitment unless (i) the repayment in full Company provides prior written consent; provided, that the Company shall not unreasonably withhold, condition or delay its consent to any Transfer by the Subscriber to an affiliate of the Promissory Note; Subscriber; (ii) Buyer no longer being a Director (other than as a result of Buyer resigning from his directorship or being removed from his directorship by an affirmative vote of the shareholders of Seller for cause); or Transfer is made in accordance with applicable securities laws and (iii) the Continuing Directors (as defined herein) shall no longer constitute a majority of the Board of Directors of Seller. (b) Notwithstanding anything to the contrary contained herein or Transfer is otherwise in any other document executed in connection compliance with the matters contemplated hereby, the restriction contained in Section 4.6(a) hereof shall not: (i) prohibit Buyer from, and Buyer shall be entitled to participate in, (1) any offer made by Seller to its shareholders generally (including, without limitation, any tender or exchange offer or share repurchase program) and (2) any merger, tender offer, reorganization, share exchange, consolidation or similar transaction approved by the Board of Directors; (ii) apply to any bona fide pledge of the Shares by Buyer (it being understood that the pledgee thereunder shall remain subject to the restrictions set forth in Section 4.6(a) hereof); and (iii) apply to any transfer of the Shares to Buyer's immediate family members (including grandchildren), to any entity in which Buyer or members of his immediate family own all of the capital stock or equity interests or to or among Buyer's estate (including, without limitation, any transfer by Buyer to or among any trust, custodial or other similar accounts or funds for the benefit of Buyer or any other member of his immediate family), in each instance with such transferee (each, a "Permitted Transferee"), remaining subject to the restrictions set forth in Section 4.6(a) hereof. (c) Buyer and Seller further acknowledge and agree that the certificate or certificates evidencing the Shares shall bear a legend reflecting the transfer restrictions set forth in clauses (A) through (D) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listing, the Subscriber may be restricted from selling or disposing of its Shares by applicable securities laws or contractually by a lock-up agreement with the underwriters of the Exchange Listing. Transfer restrictions include: (A) In any event, the consent of the Company to a proposed Transfer may be withheld (1) if the creditworthiness of the proposed transferee, as determined by the Company in its sole discretion, is not sufficient to satisfy all obligations under the Subscription Agreement or (2) unless, in the opinion of counsel (who may be counsel for the Company or the Subscriber) satisfactory in form and substance to the Company: (I) such Transfer would not violate the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or the Shares to be Transferred; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA, certain Department of Labor regulations or Section 4975 of the Code; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the Company, the Adviser or any of their affiliates or any officer, director or employee of the Company or the Adviser or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) The Subscriber agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Company in connection with any Transfer of all or any fraction of its Shares, prior to the consummation of such Transfer. (C) Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Section 4.6 Subscription Agreement shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Company it will remain liable for so long its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares. (D) The Company shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such transfer restrictions shall remain Transfer, in effect form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (1) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Subscription Agreement and its agreement to be bound thereby, and (2) represents that such Transfer was made in accordance with this Subscription Agreement, the terms provisions of this Section 4.6the Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.

Share Transfer Restrictions. (a) Buyer and Seller agree that, without the prior written consent of Seller, Buyer will 3.1 The Shareholders shall not sell, transfer or otherwise, directly or indirectly, dispose wholly or in part, sell, assign, transfer, provide as guarantee or encumber in any way their Shares, Share subscription rights or any other securities issued by the Company that are convertible into Shares or grant Share subscription rights, such as convertible debentures and subscription bonuses, that are held by the Shareholders (all these acts hereinafter referred to as “Sale” or “Sell”), except when it is done so with the prior consent in writing of any the remaining Shareholders or pursuant to the provisions of this item 3 in cases of no consent. 3.1.1 Any Sale that does not comply with the provisions of this item 3 shall be legally considered null. 3.2 The provisions of item 3.1 above does not apply: (i) in the case of Sale of the Shares owned by any Shareholder to his Affiliate(s), provided that said Affiliate(s), concomitantly with the transfer, formally and unconditionally accept all terms and conditions herein, by signing the relevant statement; and (ii) in case Shareholders Sell their Shares in a Subsequent Offer. 3.3 If any Shareholder wishes to Sell (“Seller”) part or all of his Shares (“Offered Shares”), said Shareholder shall give prior notice to the second anniversary remaining Shareholders (“Offerees”), with a copy to the Company, and the notice shall contain: (i) the percentage the Offered Shares represent of the Closing Datetotal capital stock of the Company; provided(ii) the terms, howeverthe price, which shall mandatorily be expressed in local currency and no other payment modalities shall be accepted, and other conditions, including payment conditions (“Exercise Price”); (iii) the full qualification of the interested party, its main activity and, for corporations, except for publicly-held companies or investment funds, the detailed composition of its capital stock to the individuals’ level (“Potential Acquirer”); and (iv) a copy of the offer presented by the Potential Acquirer (“Offer”), which must include the Potential Acquirer’s unconditional and irrevocable commitment to become a party to this Agreement and to fully comply with it (“Selling Notice”). 3.3.1 The Offerees shall have the prior right to acquire the Offered Shares at the Exercise Price (―Offer to the Offerees ), provided that within thirty days following the restrictions on receipt of the Selling Notice they inform the Seller(s) and the Company in writing if they intend to exercise their prior right to acquire the Offered Shares. 3.3.2 The acquisition of Shares by the Offeree(s) shall be completed and officialized within sixty (60) days following the receipt of the respective Selling Notice. 3.3.3 The failure by any Offeree to state their interest with regard to the offer mentioned in the Selling Notice within the respective periods for the exercise of the Preemption Right shall be deemed to be a waiver of the exercise of the Preemption Right. 3.3.4 The Sellers shall only be required to transfer set forth in this Section 4.6 shall terminate the Offered Shares to the Offerees if the Preemption Right has been exercised for all and expire upon no less than all Offered Shares. 3.3.5 Once the earlier ofOffered Shares have been offered to the holders of the Preemption Right and: (i) having those chosen not to exercise the repayment in full of the Promissory Note; Preemption Right; or (ii) Buyer having those not exercised their respective Preemption Right for all and no longer being a Director (other less than as a result of Buyer resigning from his directorship or being removed from his directorship by an affirmative vote of all Offered Shares, the shareholders of Seller for cause); or (iii) the Continuing Directors (as defined hereinSeller(s) shall no longer constitute a majority of the Board of Directors of Seller. (b) Notwithstanding anything sell all Offered Shares to the contrary contained herein or in any other document executed in connection with Potential Acquirer at the matters contemplated herebyprice offered by him, the restriction contained in Section 4.6(a) hereof shall not: provided that: (i) prohibit Buyer from, and Buyer shall be entitled to participate in, the Sale is completed in no longer than thirty (130) any offer made by Seller to its shareholders generally (including, without limitation, any tender or exchange offer or share repurchase program) and (2) any merger, tender offer, reorganization, share exchange, consolidation or similar transaction approved days following the expiry of the exercise of the Preemption Right by the Board of DirectorsOfferees; (ii) apply to any bona fide pledge of the Shares by Buyer (it being understood that operation is completed in full compliance with the pledgee thereunder shall remain subject price and payment conditions pursuant to the restrictions set forth in Section 4.6(a) hereof)Selling Notice; and (iii) apply to any transfer concomitantly with the formalization of the Shares to Buyer's immediate family members (including grandchildren), to any entity in which Buyer or members of his immediate family own all Sale of the capital stock or equity interests or Shares, the Potential Acquirer formally and unconditionally accepts all terms and conditions herein by executing the instrument of adhesion. 3.3.6 Any amendment to or among Buyer's estate (including, without limitation, any transfer by Buyer the Sale conditions indicated in the Selling Notice during the period between the Offer to or among any trust, custodial or other similar accounts or funds the Offerees and the completion of the operation for the benefit of Buyer or any other member of his immediate family)Sale to the Potential Acquirer shall constitute a new and distinct Sale that shall not be completed until a new Offer to the Offerees is made, in each instance with such transferee (eachthe same terms and conditions included in item 3.3, a "Permitted Transferee"), remaining subject so Offerees are able to the restrictions set forth in Section 4.6(a) hereofexercise their Preemption Right. (c) Buyer and Seller further acknowledge and agree that the certificate or certificates evidencing the Shares shall bear a legend reflecting the transfer restrictions set forth in this Section 4.6 for so long as such transfer restrictions shall remain in effect in accordance with the terms of this Section 4.6.

Share Transfer Restrictions. (a) Buyer and Seller agree thatPrior to an Exchange Listing, without the prior written consent of Seller, Buyer will Subscriber may not sell, transfer offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise, directly or indirectly, otherwise dispose of (each, a “Transfer”) any of the its Shares prior to the second anniversary of the Closing Date; provided, however, that the restrictions on transfer set forth in this Section 4.6 shall terminate and expire upon the earlier of: or its Capital Commitment unless (i) the repayment in full Fund provides prior written consent; provided, that the Fund shall not unreasonably withhold, condition or delay its consent to any Transfer by the Subscriber to an affiliate of the Promissory Note; Subscriber; (ii) Buyer no longer being a Director (other than as a result of Buyer resigning from his directorship or being removed from his directorship by an affirmative vote of the shareholders of Seller for cause); or Transfer is made in accordance with applicable securities laws and (iii) the Continuing Directors (as defined herein) shall no longer constitute a majority of the Board of Directors of Seller. (b) Notwithstanding anything to the contrary contained herein or Transfer is otherwise in any other document executed in connection compliance with the matters contemplated hereby, the restriction contained in Section 4.6(a) hereof shall not: (i) prohibit Buyer from, and Buyer shall be entitled to participate in, (1) any offer made by Seller to its shareholders generally (including, without limitation, any tender or exchange offer or share repurchase program) and (2) any merger, tender offer, reorganization, share exchange, consolidation or similar transaction approved by the Board of Directors; (ii) apply to any bona fide pledge of the Shares by Buyer (it being understood that the pledgee thereunder shall remain subject to the restrictions set forth in Section 4.6(a) hereof); and (iii) apply to any transfer of the Shares to Buyer's immediate family members (including grandchildren), to any entity in which Buyer or members of his immediate family own all of the capital stock or equity interests or to or among Buyer's estate (including, without limitation, any transfer by Buyer to or among any trust, custodial or other similar accounts or funds for the benefit of Buyer or any other member of his immediate family), in each instance with such transferee (each, a "Permitted Transferee"), remaining subject to the restrictions set forth in Section 4.6(a) hereof. (c) Buyer and Seller further acknowledge and agree that the certificate or certificates evidencing the Shares shall bear a legend reflecting the transfer restrictions set forth in this Section 4.6 for so long clauses (A) through (D) below. No Transfer will be effectuated except by registration of the Transfer on the Fund books. Each transferee must agree to be bound by these restrictions and all other obligations as such transfer restrictions shall remain an investor in effect in accordance the Fund. Following an Exchange Listing, the Subscriber may be restricted from selling or disposing of its Shares by applicable securities laws or contractually by a lock-up agreement with the terms underwriters of the Exchange Listing. Transfer restrictions include: (A) In any event, the consent of the Fund to a proposed Transfer may be withheld (1) if the creditworthiness of the proposed transferee, as determined by the Fund in its sole discretion, is not sufficient to satisfy all obligations under the Subscription Agreement or (2) unless, in the opinion of counsel (who may be counsel for the Fund or the Subscriber) satisfactory in form and substance to the Fund: (I) such Transfer would not violate the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Fund or the Shares to be Transferred; (II) such Transfer would not cause all or any portion of the assets of the Fund to constitute “plan assets” under the Plan Assets Regulation; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not subject the Fund, the Management Company or any of their affiliates or any officer, Trustee or employee of the Fund or the Management Company or any of their affiliates to additional regulatory requirements the compliance with which would subject the Fund or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) The Subscriber agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Fund in connection with any Transfer of all or any fraction of its Shares, prior to the consummation of such Transfer. (C) Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Section 4.6Subscription Agreement shall be obligated to pay to the Fund the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Fund it will remain liable for its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares.

Share Transfer Restrictions. Except as expressly provided herein --------------------------- or in Paragraph 10, neither HFN nor HFN Info shall assign, sell, transfer, pledge, hypothecate, gift or otherwise dispose of or encumber all or any portion of its shares of the Stock or any interest therein. If at any time during the term hereof, HFN or HFN Info desires to transfer any interest in Stock, such transfer must be effectuated as follows: (a) Buyer HFN or HFN Info (the "Selling Shareholders") shall first offer to sell its Stock to the Company and Seller agree thatthe other Shareholders (including, without for purposes hereof, Swedish) by presenting to the prior Company and to the other Shareholders an executed written consent of Seller, Buyer will not sell, offer (the "Offer Notice") to sell its Stock on the same terms and conditions on which the Selling Shareholder proposes to transfer or otherwise, directly or indirectly, dispose of any its Stock and a copy of the Shares prior bona fide written offer to the second anniversary of the Closing Date; provided, however, that the restrictions on transfer set forth in this Section 4.6 shall terminate and expire upon the earlier of: sell or purchase ---- ---- (i) the repayment in full of the Promissory Noteif any); (ii) Buyer no longer being a Director (other than as a result of Buyer resigning from his directorship or being removed from his directorship by an affirmative vote of the shareholders of Seller for cause); or (iii) the Continuing Directors (as defined herein) shall no longer constitute a majority of the Board of Directors of Seller. (b) Notwithstanding anything to Upon receipt of the contrary contained herein or in any other document executed in connection with the matters contemplated herebyOffer Notice, the restriction contained in Section 4.6(a) hereof shall not: (i) prohibit Buyer fromCompany, and Buyer shall be entitled to participate in, (1) any offer made by Seller to acting through its shareholders generally (including, without limitation, any tender or exchange offer or share repurchase program) and (2) any merger, tender offer, reorganization, share exchange, consolidation or similar transaction approved by the Board of Directors; Directors (ii) apply to any bona fide pledge of the Shares by Buyer (it being understood that the pledgee thereunder shall remain subject to the restrictions set forth in Section 4.6(a) hereof); and (iii) apply to any transfer of the Shares to Buyer's immediate family members (including grandchildrendirector who is an HFN representative not voting), to any entity shall have thirty (30) days in which Buyer to notify the Selling Shareholder in writing of its desire to purchase the Selling Shareholder's Stock. If the Company does not elect to purchase the Selling Shareholder's Stock as just described or members takes no action, the provisions of his immediate family own all of the capital stock or equity interests or to or among Buyer's estate Subparagraph (including, without limitation, any transfer by Buyer to or among any trust, custodial or other similar accounts or funds for the benefit of Buyer or any other member of his immediate family), in each instance with such transferee (each, a "Permitted Transferee"), remaining subject to the restrictions set forth in Section 4.6(ac) hereof.below shall become applicable; (c) Buyer and Seller further acknowledge and agree that If the certificate or certificates evidencing Company does not elect to purchase the Shares Selling Shareholder's Stock pursuant to Subparagraph (b) above, the other Shareholders shall bear a legend reflecting have thirty (30) days after expiration of the transfer restrictions set forth thirty (30) day period referred to in this Section 4.6 for so long as such transfer restrictions shall remain Subparagraph (b) to notify the Selling Shareholder in effect in accordance with writing of their offer to purchase their pro rata share of the terms Selling Shareholder's Stock. --- ---- For purposes of this Section 4.6Agreement, a Shareholder's "pro rata share" shall equal the --- ---- percentage which the number of shares of Stock owned by it bears to the total number of shares of Stock owned by all of the Shareholders desiring to accept the Selling Shareholder's offer; (d) If the Company and/or the other Shareholders do not elect to purchase the Selling Shareholder's Stock as just described, the Selling Shareholder shall be free to sell its Stock to the prospective purchaser at the price and on the other terms and conditions described in the Offer Notice delivered pursuant to Subparagraph (a) above; and (e) The closing of any purchase by the Company or the other Shareholders pursuant to this Paragraph 10 shall occur on a date designated by the purchasing party(s) not more than sixty (60) nor less than fifteen (15) days after exercising its/their option to purchase. Against payment of the purchase price at the closing (by certified or cashier's check or wire transfer of immediately available funds), the Selling Shareholder shall assign and deliver to the Company or the purchasing Shareholders the share certificates and/or other documents representing its interest in the Stock to be sold, free and clear of all liens, claims or other encumbrances, in form ready for transfer and duly endorsed for transfer or accompanied by stock powers duly executed by the Selling Shareholder.

Share Transfer Restrictions. (a) Buyer and Seller agree that, without the prior written consent of Seller, Buyer will 3.1 The Shareholders shall not sell, transfer or otherwise, directly or indirectly, dispose wholly or in part, sell, assign, transfer, provide as guarantee or encumber in any way their Shares, Share subscription rights or any other securities issued by the Company that are convertible into Shares or grant Share subscription rights, such as convertible debentures and subscription bonuses, that are held by the Shareholders (all these acts hereinafter referred to as “Sale”‖ or “Sell”), except when it is done so with the prior consent in writing of any the remaining Shareholders or pursuant to the provisions of this item 3 in cases of no consent. 3.1.1 Any Sale that does not comply with the provisions of this item 3 shall be legally considered null. 3.2 The provisions of item 3.1 above does not apply: (i) in the case of Sale of the Shares owned by any Shareholder to his Affiliate(s), provided that said Affiliate(s), concomitantly with the transfer, formally and unconditionally accept all terms and conditions herein, by signing the relevant statement; and (ii) in case Shareholders Sell their Shares in a Subsequent Offer. 3.3 If any Shareholder wishes to Sell (“Seller”) part or all of his Shares (“Offered Shares”), said Shareholder shall give prior notice to the second anniversary of remaining Shareholders (“Offerees”), with a copy to the Closing Date; providedCompany, however, that and the restrictions on transfer set forth in this Section 4.6 notice shall terminate and expire upon the earlier of: contain: (i) the repayment in full percentage the Offered Shares represent of the Promissory Note; total capital stock of the Company; (ii) Buyer the terms, the price, which shall mandatorily be expressed in local currency and no longer being a Director other payment modalities shall be accepted, and other conditions, including payment conditions (other than as a result of Buyer resigning from his directorship or being removed from his directorship by an affirmative vote of the shareholders of Seller for cause“Exercise Price”); or (iii) the Continuing Directors full qualification of the interested party, its main activity and, for corporations, except for publicly-held companies or investment funds, the detailed composition of its capital stock to the individuals’ level (as defined herein“Potential Acquirer”); and (iv) a copy of the offer presented by the Potential Acquirer (“Offer”), which must include the Potential Acquirer’s unconditional and irrevocable commitment to become a party to this Agreement and to fully comply with it (“Selling Notice”). 3.3.1 The Offerees shall have the prior right to acquire the Offered Shares at the Exercise Price (―Offer to the Offerees‖ ), provided that within thirty (30) days following the receipt of the Selling Notice they inform the Seller(s) and the Company in writing if they intend to exercise their prior right to acquire the Offered Shares. 3.3.2 The acquisition of Shares by the Offeree(s) shall no longer constitute a majority be completed and officialized within sixty (60) days following the receipt of the Board of Directors of Sellerrespective Selling Notice. (b) Notwithstanding anything 3.3.3 The failure by any Offeree to state their interest with regard to the contrary contained herein or offer mentioned in any other document executed in connection with the matters contemplated hereby, Selling Notice within the restriction contained in Section 4.6(a) hereof respective periods for the exercise of the Preemption Right shall not:be deemed to be a waiver of the exercise of the Preemption Right. 3.3.4 The Sellers shall only be required to transfer the Offered Shares to the Offerees if the Preemption Right has been exercised for all and no less than all Offered Shares. 3.3.5 Once the Offered Shares have been offered to the holders of the Preemption Right and: (i) prohibit Buyer fromhaving those chosen not to exercise the Preemption Right; or (ii) having those not exercised their respective Preemption Right for all and no less than all Offered Shares, and Buyer the Seller(s) shall be entitled sell all Offered Shares to participate inthe Potential Acquirer at the price offered by him, provided that: (1i) any offer made by Seller to its shareholders generally the Sale is completed in no longer than thirty (including, without limitation, any tender or exchange offer or share repurchase program30) and (2) any merger, tender offer, reorganization, share exchange, consolidation or similar transaction approved days following the expiry of the exercise of the Preemption Right by the Board of DirectorsOfferees; (ii) apply to any bona fide pledge of the Shares by Buyer (it being understood that operation is completed in full compliance with the pledgee thereunder shall remain subject price and payment conditions pursuant to the restrictions set forth in Section 4.6(a) hereof)Selling Notice; and (iii) apply to any transfer concomitantly with the formalization of the Shares to Buyer's immediate family members (including grandchildren), to any entity in which Buyer or members of his immediate family own all Sale of the capital stock or equity interests or Shares, the Potential Acquirer formally and unconditionally accepts all terms and conditions herein by executing the instrument of adhesion. 3.3.6 Any amendment to or among Buyer's estate (including, without limitation, any transfer by Buyer the Sale conditions indicated in the Selling Notice during the period between the Offer to or among any trust, custodial or other similar accounts or funds the Offerees and the completion of the operation for the benefit of Buyer or any other member of his immediate family)Sale to the Potential Acquirer shall constitute a new and distinct Sale that shall not be completed until a new Offer to the Offerees is made, in each instance with such transferee (eachthe same terms and conditions included in item 3.3, a "Permitted Transferee"), remaining subject so Offerees are able to the restrictions set forth in Section 4.6(a) hereofexercise their Preemption Right. (c) Buyer and Seller further acknowledge and agree that the certificate or certificates evidencing the Shares shall bear a legend reflecting the transfer restrictions set forth in this Section 4.6 for so long as such transfer restrictions shall remain in effect in accordance with the terms of this Section 4.6.

Share Transfer Restrictions. ​ (a) Buyer and Seller agree thatPrior to an Exchange Listing, without the prior written consent of Seller, Buyer will Subscriber may not sell, transfer offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise, directly or indirectly, otherwise dispose of (each, a “Transfer”) any of the its Shares prior to the second anniversary of the Closing Date; provided, however, that the restrictions on transfer set forth in this Section 4.6 shall terminate and expire upon the earlier of: or its Capital Commitment unless (i) the repayment in full Company provides prior written consent; provided, that the Company shall not unreasonably withhold, condition or delay its consent to any Transfer by the Subscriber to an affiliate of the Promissory Note; Subscriber; (ii) Buyer no longer being a Director (other than as a result of Buyer resigning from his directorship or being removed from his directorship by an affirmative vote of the shareholders of Seller for cause); or Transfer is made in accordance with applicable securities laws and (iii) the Continuing Directors (as defined herein) shall no longer constitute a majority of the Board of Directors of Seller. (b) Notwithstanding anything to the contrary contained herein or Transfer is otherwise in any other document executed in connection compliance with the matters contemplated hereby, the restriction contained in Section 4.6(a) hereof shall not: (i) prohibit Buyer from, and Buyer shall be entitled to participate in, (1) any offer made by Seller to its shareholders generally (including, without limitation, any tender or exchange offer or share repurchase program) and (2) any merger, tender offer, reorganization, share exchange, consolidation or similar transaction approved by the Board of Directors; (ii) apply to any bona fide pledge of the Shares by Buyer (it being understood that the pledgee thereunder shall remain subject to the restrictions set forth in Section 4.6(a) hereof); and (iii) apply to any transfer of the Shares to Buyer's immediate family members (including grandchildren), to any entity in which Buyer or members of his immediate family own all of the capital stock or equity interests or to or among Buyer's estate (including, without limitation, any transfer by Buyer to or among any trust, custodial or other similar accounts or funds for the benefit of Buyer or any other member of his immediate family), in each instance with such transferee (each, a "Permitted Transferee"), remaining subject to the restrictions set forth in Section 4.6(a) hereof. (c) Buyer and Seller further acknowledge and agree that the certificate or certificates evidencing the Shares shall bear a legend reflecting the transfer restrictions set forth in clauses (A) through (D) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listing, the Subscriber may be restricted from selling or disposing of its Shares by applicable securities laws or contractually by a lock-up agreement with the underwriters of the Exchange Listing. Transfer restrictions include: ​ (A) In any event, the consent of the Company to a proposed Transfer may be withheld (1) if the creditworthiness of the proposed transferee, as determined by the Company in its sole discretion, is not sufficient to satisfy all obligations under the Subscription Agreement or (2) unless, in the opinion of counsel (who may be counsel for the Company or the Subscriber) satisfactory in form and substance to the Company: ​ (I) such Transfer would not violate the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or the Shares to be Transferred; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA, certain Department of Labor regulations or Section 4975 of the Code; ​ (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the Company, the Adviser or any of their affiliates or any officer, director or employee of the Company or the Adviser or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer). ​ (B) The Subscriber agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Company in connection with any Transfer of all or any fraction of its Shares, prior to the consummation of such Transfer. ​ (C) Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Section 4.6 Subscription Agreement shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Company it will remain liable for so long its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares. (D) The Company shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such transfer restrictions shall remain Transfer, in effect form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (1) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Subscription Agreement and its agreement to be bound thereby, and (2) represents that such Transfer was made in accordance with this Subscription Agreement, the terms provisions of this Section 4.6.the Offering Document and all applicable laws and regulations applicable to the transferee and the transferor. ​ ​ ​ ​

Share Transfer Restrictions. (a) Buyer and Seller agree thatPrior to an Exchange Listing, without the prior written consent of Seller, Buyer will Subscriber may not sell, transfer offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise, directly or indirectly, otherwise dispose of (each, a “Transfer”) any of the its Shares prior to the second anniversary of the Closing Date; provided, however, that the restrictions on transfer set forth in this Section 4.6 shall terminate and expire upon the earlier of: or its Capital Commitment unless (i) the repayment in full Company provides prior written consent; provided, that the Company shall not unreasonably withhold, condition or delay its consent to any Transfer by the Subscriber to an affiliate of the Promissory Note; Subscriber; (ii) Buyer no longer being a Director (other than as a result of Buyer resigning from his directorship or being removed from his directorship by an affirmative vote of the shareholders of Seller for cause); or Transfer is made in accordance with applicable securities laws and (iii) the Continuing Directors (as defined herein) shall no longer constitute a majority of the Board of Directors of Seller. (b) Notwithstanding anything to the contrary contained herein or Transfer is otherwise in any other document executed in connection compliance with the matters contemplated hereby, the restriction contained in Section 4.6(a) hereof shall not: (i) prohibit Buyer from, and Buyer shall be entitled to participate in, (1) any offer made by Seller to its shareholders generally (including, without limitation, any tender or exchange offer or share repurchase program) and (2) any merger, tender offer, reorganization, share exchange, consolidation or similar transaction approved by the Board of Directors; (ii) apply to any bona fide pledge of the Shares by Buyer (it being understood that the pledgee thereunder shall remain subject to the restrictions set forth in Section 4.6(a) hereof); and (iii) apply to any transfer of the Shares to Buyer's immediate family members (including grandchildren), to any entity in which Buyer or members of his immediate family own all of the capital stock or equity interests or to or among Buyer's estate (including, without limitation, any transfer by Buyer to or among any trust, custodial or other similar accounts or funds for the benefit of Buyer or any other member of his immediate family), in each instance with such transferee (each, a "Permitted Transferee"), remaining subject to the restrictions set forth in Section 4.6(a) hereof. (c) Buyer and Seller further acknowledge and agree that the certificate or certificates evidencing the Shares shall bear a legend reflecting the transfer restrictions set forth in this Section 4.6 for so long clauses (A) through (D) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as such transfer restrictions shall remain an investor in effect in accordance the Company. Following an Exchange Listing, the Subscriber may be restricted from selling or disposing of its Shares by applicable securities laws or contractually by a lock-up agreement with the terms underwriters of this the Exchange Listing. Transfer restrictions include: (A) In any event, the consent of the Company to a proposed Transfer may be withheld (1) if the creditworthiness of the proposed transferee, as determined by the Company in its sole discretion, is not sufficient to satisfy all obligations under the Subscription Agreement or (2) unless, in the opinion of counsel (who may be counsel for the Company or the Subscriber) satisfactory in form and substance to the Company: (I) such Transfer would not violate the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or the Shares to be Transferred; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA, certain Department of Labor regulations or Section 4.64975 of the Code; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the Company, the Adviser or any of their affiliates or any officer, director or employee of the Company or the Adviser or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) The Subscriber agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Company in connection with any Transfer of all or any fraction of its Shares, prior to the consummation of such Transfer.