The right to transfer shares of HD Faculty™ shall be restricted in that no shareholder shall be entitled to transfer any share or shares of HD Faculty™ without the approval of:

1. the directors of HD Faculty™ expressed by resolution passed by the votes cast by a majority of the directors of HD Faculty™ at a meeting of the board of directors or signed by all of the directors of HD Faculty™; or
2. the shareholders of HD Faculty™ expressed by resolution passed by the votes cast by a majority of the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on that resolution.