Common use of Transfer Restriction Clause in Contracts

Transfer Restriction. a. For a period ending six months after the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ; b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares. c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. (a) For a period ending six months after the date of this Agreement (the "“Restricted Period"”), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "“accredited investor" ” (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ;. b. (b) During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "“Offer"”) shall: (i) be in writing (the "“Offer Notice"”); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares. c. (c) The Purchaser may freely sell certificates representing the Shares will bear legends reflecting the limitations set forth in this Section 6 as well as related to the transfer limitations resulting from their issuance in a transaction not registered under the Securities Act or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Periodapplicable state laws.

Transfer Restriction. a. For a period ending six months after Prior to the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose second anniversary of the Shares or any rightPhase 2 Commercial Operation Date, title, or interest therein to any person, other than none of the Initial Shareholders shall (i) to an entity controlled transfer any Shares owned by or under common control with the which agrees to be bound by the terms of this Agreement, them or (ii) merge into or consolidate with any other individual, corporation, company, voluntary association, partnership, joint venture, trust, or (iii) dispose of assets of Project Company at any time, except for: a transfer required by any Laws or by the operation of the Laws or by order of a court, tribunal, or Governmental Authority with appropriate jurisdiction; or a transfer resulting from the enforcement of a pledge or security interest in or over any Shares in accordance with the Security Package; or a transfer of Shares in accordance with the Lenders' Direct Agreement; or a transfer to an which GPA has given its prior written approval. NOTICES Except as otherwise expressly provided in this Agreement, all notices, communications, or other documents (together "accredited investor" Notices") to be given or made by one Party to the other Party pursuant to this Agreement shall be in English and in writing, shall be addressed for the attention of the person indicated below, and shall be delivered by hand or sent by reputable international express courier by facsimile, or registered mail. Any Notice given by facsimile shall be confirmed by sending a copy of the same by personal delivery or by registered mail, but the failure to so confirm shall not void or invalidate the original Notice if it is in fact received by the Party to which it is addressed. The addresses for service of the Parties and their respective facsimile numbers are: […………………] or such other addresses and facsimile numbers as either Party may have notified to the other Party in accordance with this Article 22. All Notices shall be deemed delivered (as defined under the rules and regulations under the Securities Acta) after complying with paragraph when presented personally, (b) below. ; ; b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares when transmitted by facsimile to the Company or its designee. Such offer receiving Party's facsimile number specified above, (c) one (1) Day after being delivered to a courier for express delivery, addressed to the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Companyreceiving Party, at the offices of the Company address indicated above (or such other place address as such Party may be mutually agreed uponhave specified by written Notice), the Company shall pay the aggregate purchase price for the Shares or (d) five (5) Days after being sent by wire transfer of immediately available funds registered mail addressed to the account designated receiving Party, at the address indicated above (or such other address as the receiving Party may have specified by written Notice). Any Notice given by facsimile shall be confirmed in writing delivered personally or sent by registered mail, but the failure to so confirm shall not void or invalidate the original Notice if it is in fact received by the Purchaser and Party to which it is addressed. MISCELLANEOUS PROVISIONS This Agreement cannot be amended except by prior written agreement between the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any SharesParties. c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. For a The Company Shareholder hereby agrees not to, directly or indirectly, during the period ending six months after from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, (the "Restricted Period"), the Purchaser agrees that it shall not i) sell, transfer offer, transfer, exchange, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of the Shares (including by merger, by tendering into any tender or any rightexchange offer, titleby testamentary disposition, by operation of Law or otherwise) (collectively, “Transfer”), or interest therein enter into any Contract or option with respect to the Transfer of, any person, other than of the Company Shareholder’s Equity Interests of the Company or PubCo or the beneficial ownership (ias defined in Section 13(d) to an entity controlled by or under common control with of the which agrees to be bound by the terms of this AgreementExchange Act) thereof, or (ii) take any action that would make any representation or warranty of the Company Shareholder contained herein untrue or incorrect as of the Closing Date or have the effect of preventing the Company Shareholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer by the Company Shareholder as of the date of this Agreement of up to an "accredited investor" ten percent (10%) of the issued Company Ordinary Shares prior to the Closing Date (a “Permitted Transfer”, and the transferee in any Permitted Transfer, a “Permitted Transferee”); provided, further, that any Permitted Transfer shall be permitted only if, as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ; b. During the Restricted Perioda precondition to such Transfer, the Purchaser may not sell or otherwise transfer Permitted Transferee agrees in a written joinder substantially in the Shares, in whole or in partform attached hereto as Exhibit E, to an accredited investor without first offering to sell such Shares assume all of the obligations of the Company Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 8.7 shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 8.7 with respect to the Company or its designee. Such offer (the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number Shareholder’s Equity Interests of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser null and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Sharesvoid. c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. For Notwithstanding any rights under the Registration Rights Agreement, Nortel hereby agrees that without the prior written consent of the Company (which may be withheld in the Company's sole discretion), neither Nortel nor any affiliate (as defined in Rule 144 under the Securities Act promulgated by the SEC ("Affiliate")) shall, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (collectively, "Sell") (other than to donees who agree to be similarly bound) the Warrant or any of the Warrant Shares or any of 11 the Shares, until twenty four (24) months following the date hereof, provided, however, that Nortel may Sell one-half (1/2) of the shares of the Company's Common Stock acquired pursuant to this Agreement (the "Acquired Shares") after twelve (12) months has elapsed from the date hereof subject to, without limitation, the following conditions and restrictions: (a) Nortel hereby grants to the Company and its Affiliates the right of first refusal to purchase any or all of the Acquired Shares that Nortel proposes to sell in a transaction or transactions involving a broker-dealer as intermediary, and grants to the Company and its Affiliates the right of first refusal to purchase all but not less than all of the Acquired Shares that Nortel proposes to sell in a transaction or transactions not involving a broker-dealer as intermediary. In the event Nortel proposes to Sell any of the Acquired Shares, it shall give the Company written notice of its intention describing the price and the general terms upon which Nortel proposes to Sell the Acquired Shares and a statement as to whether the sale will involve a broker-dealer as intermediary (the "Notice"). The Company shall have twenty (20) days after the Notice is effective to agree to purchase any or all of the Acquired Shares Nortel proposes to Sell, as applicable, for the price and upon the terms specified in the Notice by giving written notice to Nortel and stating therein the quantity of the Acquired Shares to be purchased in any case where the Company is entitled to purchase less than all of the Acquired Shares that Nortel proposes to sell. In the event the Company fails to exercise the right of first refusal within said twenty (20)-day period, Nortel shall have one hundred twenty (120) days thereafter to sell or enter into an agreement (pursuant to which the sale of the Acquired Shares covered thereby shall be closed, if at all, within one hundred twenty (120) days from the date of said agreement) to sell any or all of the Acquired Shares with respect to which the Company's right of first refusal option set forth in this Section was not exercised, at a price and upon terms no more favorable to the purchaser or purchasers thereof than specified in the Notice. In the event Nortel has not sold within said one hundred twenty (120)-day period ending six or entered into an agreement to sell the Acquired Shares within said one hundred twenty (120)-day period (or sold the Acquired Shares in accordance with the foregoing within one hundred twenty (120) days from the date of said agreement), Nortel shall not thereafter issue or sell any of the Acquired Shares prior to the date twenty four (24) months after the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose acquisition of the such Acquired Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ; b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first again offering to sell such Acquired Shares to the Company or its designeein the manner provided in this Subsection. (b) In the event Nortel Sells any Acquired Shares as permitted hereunder, Nortel shall maintain an orderly market and shall not unduly disrupt the public market for shares of the Company's Common Stock in connection with any such sale. (c) Nortel shall comply with any and all federal, state and local securities and other applicable laws of the United States and Canada. Such offer (Notwithstanding the "Offer") shall: (i) foregoing, transfers solely among Nortel Affiliates shall not be subject to the transfer restrictions set forth in writing (this Subsection 6.1 provided the "Offer Notice"); (ii) specify Nortel 1. The transfer restrictions set forth in this Section 6.1 shall terminate in the number event of Shares proposed a change of control affecting the Company. Control shall have the meaning set forth in the definition of Affiliates in the Asset Purchase Agreement. In order to be transferred; and (iii) specify enforce the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaserforegoing covenant, the Company shall notify may impose legends and/or stop-transfer instructions with respect to the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Warrant or the Warrant Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares held by wire transfer Nortel or any Nortel Affiliate (and such securities of immediately available funds every other person subject to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Sharesforegoing restriction). c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. For a period ending six months after the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ; b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares. c. . The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. (a) For a period ending six months after the date of this Agreement (the "“Restricted Period"”), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "“accredited investor" ” (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ;. b. (b) During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "“Offer"”) shall: (i) be in writing (the "“Offer Notice"”); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares. c. (c) The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's ’s consent at any time after the Restricted Period.

Transfer Restriction. a. For a period ending six months after the date of (a) The Stockholders agree that, for so long as this Agreement (the "Restricted Period")remains in effect, the Purchaser agrees that it Stockholders shall not sellnot, transfer or otherwise dispose nor shall any Stockholder permit any of the Shares or its controlled Affiliates to, Transfer any right, title, or interest therein to any personVoting Securities Beneficially Owned by such Person, other than (i) in a transfer by a Stockholder to an entity controlled by or under common control with a Permitted Transferee of the which agrees applicable Stockholder, so long as such Permitted Transferee, as a condition to be bound by such transfer, executes a joinder to this Agreement in the terms of form attached as Exhibit A to this Agreement, Agreement or (ii) in compliance with each of the clauses below: (i) A Stockholder shall not knowingly Transfer Voting Securities in a transaction with any Person or Group who, immediately after consummation of such Transfer, would have Beneficial Ownership of Voting Securities representing in the aggregate 5.0% or more of the Total Voting Power; provided that this subsection shall not prohibit sales effected through open market, nondirected broker’s transactions; (ii) A Stockholder shall not Transfer Voting Securities to a Person or Group that, to such Stockholder’s knowledge, is an "accredited investor" Activist or Competitor or member of a Group that includes an Activist or Competitor; (as defined under iii) A Stockholder shall not Transfer Voting Securities in an amount in excess of the rules and regulations under daily volume restrictions pursuant to Rule 144 of the Securities ActAct applicable to sales of securities by Affiliates of an issuer (regardless of whether such Transferring party or its applicable Affiliate is deemed at such time to be an Affiliate of the Company for purposes of Rule 144); and (iv) after complying All Stockholders shall act in compliance with paragraph all applicable Laws. (b) below. ; ; b. During The restrictions set forth in this Section 5 shall not apply to Transfers of Voting Securities pursuant to any sale, merger, consolidation, acquisition (including by way of tender offer or exchange offer or share exchange), recapitalization or other business combination involving the Restricted Period, Company or any of its subsidiaries pursuant to which more than 50% of the Purchaser may not sell Voting Securities or otherwise transfer the Shares, in whole consolidated total assets of the Company would be acquired or in part, to an accredited investor without first offering to sell such Shares to received by any Person (other than the Company or its designeesubsidiaries) in one transaction or a series of related transactions, provided that the Board has approved such transaction or proposed such transaction and recommended it to the stockholders of the Company (and has not withdrawn such recommendation). Such offer Without limiting any of the foregoing restrictions, no Stockholder shall Transfer any Voting Securities Beneficially Owned by it to any Affiliate unless such Affiliate is a Permitted Transferee and becomes a party to and fully subject to and bound by this Agreement to the same extent as the Stockholder by executing and delivering a joinder to this Agreement in the form attached to this Agreement as Exhibit A. Without limiting the foregoing, the Stockholders agree that they will not Transfer any Voting Securities except pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state, federal and foreign securities Laws. (c) The right of any Stockholder or any of their respective Affiliates and Permitted Transferees to Transfer Voting Securities Beneficially Owned by such Person is subject to the "Offer"restrictions set forth in this Section 5, and no Transfer by any Stockholder or any of its Affiliates and Permitted Transferees of Voting Securities Beneficially Owned by such Person may be effected except in compliance with this Section 5. Any attempted Transfer in violation of this Agreement shall be of no effect and null and void ab initio, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of the Company. No Transfer by a Stockholder shall be consummated or shall be effective unless and until the Company shall have been furnished with evidence reasonably satisfactory to it demonstrating that such Transfer is (x) shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; compliance with this Section 5 and (iiiy) specify registered under, exempt from or not subject to the proposed sale price for provisions of Section 5 of the Securities Act and any other applicable securities Laws. (d) Shares proposed of Common Stock subject to this Stockholders Agreement shall bear a legend or legends (including appropriate comparable notations or other arrangements will be soldmade with respect to any uncertificated shares) referencing restrictions on Transfer of such shares of Common Stock under the Securities Act and under this Agreement, which legend shall state in substance: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. Within 5 business days after THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED AS OF NOVEMBER 9, 2018, BY AND AMONG ▇▇▇▇▇▇▇ GROUP INC. AND CERTAIN OTHER PARTIES THERETO (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF ▇▇▇▇▇▇▇ GROUP INC.) AND THE STOCKHOLDERS AGREEMENT BY AND AMONG ▇▇▇▇▇▇▇ GROUP INC. AND CERTAIN OTHER PARTIES THERETO, DATED AS OF NOVEMBER 9, 2018 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF ▇▇▇▇▇▇▇ GROUP INC.).” (e) Notwithstanding the foregoing Section 5(d), upon request of a Stockholder, if at any time the restrictions on transfer under the Securities Act and applicable state and foreign securities Laws are no longer applicable, upon receipt by the Company receives of an opinion of counsel reasonably satisfactory to the Offer Notice from Company to the Purchasereffect that the foregoing legend is no longer required under the Securities Act or such applicable Laws, the Company shall notify promptly cause the Purchaser foregoing legend to be removed from any certificate for any shares of Common Stock to be Transferred by a Stockholder (other than a Transfer to a Permitted Transferee); provided, that such Transfer is permitted under this Agreement. (f) Any additional Voting Securities of which any Stockholder acquires Beneficial Ownership following the date of this Agreement shall be subject to the restrictions and commitments contained in writing whether it irrevocably elects to purchase all, but not less than all, Section 4 and Section 5 of this Agreement as fully as if such Shares on the terms Voting Securities were Beneficially Owned by such Person as of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions date of this Section 6 shall again apply to any sale, transfer or other disposition of any SharesAgreement. c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.

Transfer Restriction. a. For a period ending six months after the date of this Agreement (the "Restricted Period"), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an "accredited investor" (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below. ; ;. b. During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee. Such offer (the "Offer") shall: (i) be in writing (the "Offer Notice"); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold. Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer. If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank. If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected. If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares.. ; c. The Purchaser may freely sell or otherwise transfer any Shares with or without the Company's consent at any time after the Restricted Period.