Common use of Exempt Transfers Clause in Contracts

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility.

Exempt Transfers. (a) Notwithstanding anything to The requirements of Section 6.1 and the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Corporation and the Company a deed of adherence to this Agreement, Investors set forth in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Section 6.3 shall not apply to (i) any pledge of Stock made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest; (ii) any Transfer to the members of the Holder’s Family, or to trusts for the benefit of the Holder or members of the Holder’s Family, or to a partnership, limited liability company, or other entity all of the equity interests of which are held by one or more of the foregoing; (iii) a Transfer by a partnership to its partners or retired partners in accordance with their partnership interests; (iv) a Transfer by a Holder to an affiliate of such Holder; (v) a Transfer by a Holder of up to 10% of its equity interests in the Corporation; (vi) a Transfer by a limited liability company to its members or former members in accordance with their interests in the limited liability company; (vii) a Transfer by Celgene International, Inc. to any entity that acquires all or substantially all of the assets or voting securities of Celgene International, Inc. or Celgene Corporation or (viii) a Transfer by a member of the BSI/GFH Group to another member of the BSI/GFH Group; provided that in the event of any Transfer made pursuant to this Section 6.4(a), the pledgee, transferee, or donee shall furnish the Corporation with a written agreement to be bound by and comply with all of the obligations of this Agreement and the Holder shall give written notice to the Corporation prior to such transfer, which notice shall state the nature of the exemption relied upon for the transfer. (b) Notwithstanding the foregoing, the provisions of this Article 6 shall not apply to the sale of Shares any Offered Securities (or, for purposes of clarity, any shares of Senior Preferred or shares of Common Stock issued upon conversion thereof) to the public pursuant to a Qualified IPO or any Transfer after a Qualified IPO; registration statement filed with, and (ii) declared effective by, the creation of Encumbrances over Commission under the Shares pursuant to the Standard Bank FacilitySecurities Act.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Major Investors shall not apply to (i) any transfer or transfers by the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (ii) any Permitted Transfer; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), and (B) the pledgee, transferee or donee shall agree in writing to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of Shares any Subject Securities to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or any Transfer after a Qualified IPO; other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the creation of Encumbrances over the Shares pursuant Restated Bylaws (as amended from time to the Standard Bank Facilitytime).

Exempt Transfers. 12.1 Subject to the requirements of applicable Laws, the restrictions under Section 8 and the right of first refusal and right of co-sale under Section 9 and Section 10 shall not apply to (a) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO; and (b) Transfer of any Equity Securities of the Company now or hereinafter held by the Principal or the Ordinary Shareholder to the Principal’s another wholly owned entity or to a trustee, executor, or other fiduciary for the benefit of the Principal or the Principal’s any wholly owned entity or his spouse and lineal descendants (whether natural or adopted), brother, sister, parent for bona fide estate planning purposes (each such transferee pursuant to subsection (b) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Regulations, (ii) the Principal shall remain liable for any breach by such Permitted Transferee of any provision hereunder; (iii) if any Permitted Transferee which received Equity Securities of the Company pursuant to this Section 12.1(b) ceases to be a Permitted Transferee for any reason, it shall immediately Transfer back to the applicable transferor from which it received the Equity Securities of the Company transferred to it pursuant to this Section 12.1(b) and (iv) adequate documentation therefor is provided to the Company and each such Permitted Transferee shall execute a joinder agreement in substantially the form attached hereto as Exhibit A assuming the obligations of such Ordinary Transferor under this Agreement and be bound by the terms of the Amended M&AA as the “Ordinary Shareholder” (if not already a Party hereto) upon and after such Transfer, with respect to the transferred Equity Securities; and (c) any Transfer of the Equity Securities of the Company by an Investor to any of its Affiliate; provided that (x) the transferees of such Transfer shall not be a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the GS Controlled Affiliates, (B) Carlyle shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the Carlyle Controlled Affiliates and (C) Cathay shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the Cathay Controlled Affiliates); (y) if any transferee of such Transfer which received Equity Securities of the Company pursuant to this Section 12.1(c) ceases to be an Affiliate of such Investor for any reason or becomes a Competitor or an Affiliate of any Competitor (or in the case where the transferee is a GS Controlled Affiliate or a Carlyle Controlled Affiliate or a Cathay Controlled Affiliate, if it ceases to be a GS Controlled Affiliate or a Carlyle Controlled Affiliate or a Cathay Controlled Affiliate, as applicable, for any reason), it shall immediately Transfer back to the applicable transferor from which it received the Equity Securities of the Company transferred to it pursuant to this Section 12.1(c) and (z) the transferees of such Transfer shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as the “Investor” (if not already a Party hereto) upon and after such Transfer. 12.2 All transfer restrictions provided in this Agreement with respect to a Transfer of Equity Securities of the Company by the Investors (including Section 8.2) shall cease to apply in the event that the Company fails to pay the applicable redemption price pursuant to Article 8.4 of the Amended M&AA and which is not cured after 30 days’ written notice of such breach delivered by an Investor to the Company. 12.3 Sections 8 through 11 shall not apply to any Transfer of any Equity Securities pursuant to any enforcement of security under any Facility Document or to any creation of security under any Facility Document; provided, however, that any transferee of such Equity Securities shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as the “Ordinary Shareholder” (if not already a Party hereto) upon and after such Transfer. Notwithstanding anything to the contrary herein, this Section 12.3 may be further amended in respect of Sections 8 through 11 in connection with the foregoing provisions negotiation of this Clause 2 shall not apply to a Transfer by a Shareholder any Facility Document with the written consent of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Majority Series A-1 Preferred Holders and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory the Parties shall procure any required alteration to the Company, indicating such transferee’s agreement Amended M&AA to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled give effect to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliatesamendment. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility.

Exempt Transfers. (a) Notwithstanding anything to the contrary contained herein, the foregoing provisions right of this Clause 2 first refusal provided in Section 4.1, the right of first offer provided in Section 4.2 and the tag-along right provided in Section 4.3 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following termsto: (a) any transfer of Shares to the Company or Kingsoft pursuant to repurchase or purchase provisions under the Officer Restricted Share Agreement, the Management Restricted Share Agreement and the ESOP or any transfer of equity interest in the Management Holdco to the Management Holdco and Kingsoft pursuant to the Management Restricted Share Agreement; provided that such Shares or equity interest in the Management Holdco purchased by Kingsoft shall be held by Kingsoft and used solely for future awards under the ESOP and the Company shall fully reimburse Kingsoft for the purchase price paid, and related expenses (including applicable taxes, if any) incurred, by Kingsoft for such transfer; (b) subject to approval as provided in Section 8.3(d), any transfer of Shares or equity interest in the Management Holdco directly or indirectly owned by any Officer, any Management or any participant of the ESOP to the Company or Kingsoft; provided that (1) in the event that (x) the aggregate number of the Shares so directly or indirectly transferred by all of such Officer, Management and participants in one or a series of transactions in any consecutive twelve (12) month period exceeds 2.0833% of the Total Share Capital of the Company as of Closing, i.e. 60,827,026 Ordinary Shares, or (y) the aggregate number of the Shares so directly or indirectly transferred by any such Officer, Management or participant prior to the completion of an IPO exceeds 0.4630% of the Total Share Capital of the Company as of Closing, i.e. 13,517,117 Ordinary Shares, in each case on a fully-diluted and as-converted basis, (i) any further transfer by any Officer, any Management or any participant of the ESOP (in case of clause (x) above, the total number of Ordinary Shares owned by the Selling Shareholder shall provide written notice be deemed to include all Ordinary Shares directly or indirectly owned by the Officer and the Management and all Ordinary Shares reserved under the ESOP for the purpose of calculating the Tag-Along Pro Rata Portion) or by such Officer, Management or participant (in case of clause (y) above, the total number of Ordinary Shares directly or indirectly owned by the Selling Shareholder shall be all Ordinary Shares owned by such Officer, Management or participant for the purpose of calculating the Tag-Along Pro Rata Portion), respectively, to the Company or Kingsoft, at an effective price per Share not lower than the effective purchase price per Share of the Series D+ Preferred Shares on an as-converted basis, shall be subject to the tag-along rights of each Preferred Holder under Section 4.3 (except that the Company or Kingsoft, as applicable, shall purchase all of the Shares included in the exercise of such Transfer tag-along rights), (ii) such further transfer to the Company or Kingsoft, at an effective price per Share not lower than the effective purchase price per Share of the Series D Preferred Shares on an as converted basis but lower than the effective purchase price per Share of the Series D+ Preferred Shares on an as converted basis shall be subject to the tag-along rights of each other Shareholder; Series A Preferred Holder, Series B Preferred Holder, Series C Preferred Holder and Series D Preferred Holder under Section 4.3 (except that the Company or Kingsoft, as applicable, shall purchase all of the Shares included in the exercise of such tag-along rights); (iii) such further transfer to the Company or Kingsoft, at an effective price per Share not lower than the effective purchase price per Share of the Series C Preferred Shares on an as converted basis but lower than the effective purchase price per Share of the Series D Preferred Shares on an as converted basis shall be subject to the tag-along rights of each Series A Preferred Holder, Series B Preferred Holder and Series C Preferred Holder under Section 4.3 (except that the Company or Kingsoft, as applicable, shall purchase all of the Shares included in the exercise of such tag-along rights); and (iv) such further transfer to the Company or Kingsoft, at an effective price per Share not lower than the effective purchase price per Share of the Series B Preferred Shares on an as converted basis but lower than the effective purchase price per Share of the Series C Preferred Shares on an as converted basis shall be subject to the tag-along rights of each Series A Preferred Holder and Series B Preferred Holder under Section 4.3 (except that the Company or Kingsoft, as applicable, shall purchase all of the Shares included in the exercise of such tag-along rights); (2) the transferee over-allocation right of any Tag-Along Participant provided in Section 4.3(b) shall not apply; and (3) any Shares or equity interest in the Management Holdco transferred to whom the Shareholder is Company or Kingsoft, which are not subject to Transfer the Shares is a Nontag-Competing Person along right of each Preferred Holder under this Section 4.4(b), shall be held by and shall execute and deliver to each used solely for future award under the ESOP or for the other Shareholder purpose as duly approved by the Board (including the approval of the IDG Director, the AMC Director, the Minsheng Director and the Metawit Director) and, if such Shares or equity interest are transferred to Kingsoft, the Company a deed shall fully reimburse Kingsoft for the purchase price paid by Kingsoft, and related expenses (including applicable taxes, if any) incurred, for such transfer. For the purpose of adherence to this Agreement, in form “Total Share Capital of the Company as of Closing” shall mean the sum of the total issued and substance reasonably satisfactory to outstanding share capital of the Company, indicating such transferee’s agreement to be bound by Company as of the terms hereof Closing and shall thereby become bound by the terms and conditions total share capital of this Agreement the Company reserved under the ESOP as a Party and a Shareholder hereunder of the Closing. (c) any transfer of Shares in the same manner Management Holdco Restructuring (as the Transferring Shareholder and be entitled to the same rights to the same extent and defined in the same manner as the Transferring ShareholderManagement Holdco Restricted Share Agreement); (3d) such Shareholder shall remain bound by its obligations under this Agreementany transfer of the Shares pursuant to Section 9.2; andor (4e) if any such transferee Affiliate transfer of the Shares or other securities of the Company by any Preferred Holder to any of its Affiliates; provided that for the IDG Investor, the AMC Investor, the CM Investor, the Metawit Investor, the Minsheng Investor, the Shunwei Investor, the Forebright Investor, FutureX Capital, the CIIF Investor or the CCBI Investor, the “Affiliate” in this subsection (e) shall cease to be an mean the corresponding Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary hereinIDG Investor, the provisions of this Clause 2 shall not apply to AMC Investor, the CM Investor, Metawit Investor, the Minsheng Investor, the Shunwei Investor, the Forebright Investor, FutureX Capital, the CIIF Investor or the CCBI Investor which is (i) (w) a shareholder (including general partner, limited partners and fund manager) of the sale IDG Investor, the AMC Investor, the CM Investor, the Metawit Investor, the Minsheng Investor, the Shunwei Investor, the Forebright Investor, FutureX Capital, the CIIF Investor or the CCBI Investor, (x) such shareholder (including general partner, limited partners and fund manager)’s general partner or limited partners, (y) the fund manager managing such shareholder (including general partner, limited partners and fund manager) (and the general partner, limited partners and officers thereof) and other fund(s) managed by a fund manager which is operated by substantially the same management team as the fund manager referred to in (y),or (z) a trust Controlled by or for the benefit of Shares pursuant any such Person referred to a Qualified IPO in (x), (y) or any Transfer after a Qualified IPO; (z), and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitynot, and not Controlled by, a Competitor.

Exempt Transfers. (a) Notwithstanding anything to the contrary contained herein, the foregoing provisions of any right or restriction as provided in this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Section 4 shall not apply to (ia) the sale any repurchase of Shares by the Company pursuant to any right of repurchase in the event of a Qualified IPO termination of employment or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares consulting relationship or pursuant to the Standard Bank Facility.terms of the ESOP, (b) any transfer to (x) the immediate family member of the Selling Shareholder or any entity that is wholly owned by the Selling Shareholder, if the Selling Shareholder is a Founder or Founder Holdco, or (y) an Affiliate of the Selling Shareholder, if the Selling Shareholder is a shareholder of the Company other than any Founder or Founder Holdco, provided that the transferee so transferred shall not be a Competitor of any of the Group Companies, (c) in the case of a Transferor that is a natural person, transfers by the Transferor upon his or her death by will or intestacy to his or her siblings, children, grandchildren, spouse or any other relatives approved by unanimous consent of the Board, or any transfer to the parents, children or spouse, or to trusts for the exclusive benefit of such persons, of any Common Holder for bona fide tax and/or estate planning purposes, (d) any transfer by a Founder or a Partner to any Person not exceeding ten per cent (10%) of all Shares held by him on the date hereof (for the purpose of this Agreement, “Partners” mean collectively ▇▇▇▇▇ ▇▇▇▇, a PRC citizen whose ID number is ****, and ▇▇▇▇ ▇▇▇▇▇▇▇▇, a PRC citizen whose ID number is ****; and “Partner” means any of them), (e) notwithstanding the foregoing subsection (d), any repurchase of Shares by the Company from the Founders pursuant to the Xiaomi Share Pursuant Agreement and any transfer of additional 532,328 Shares by ▇▇▇▇▇ ▇▇▇▇ to any Person, and (f) without limiting the foregoing subsection (a), any transfer by Fidelity to any Fidelity Persons or charitable organization, provided that the transferee so transferred shall not be a Competitor of any of the Group Companies (each transferee pursuant to the foregoing subsections (b), (c), (d), (e) and (f), a “Permitted Transferee”); provided that adequate documentation therefor is provided to the Investors to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder. Each Shareholder (other than the Selling Shareholder) hereby waives its right of first refusal and right of co-sale under this Section 4 in respect of such transfer of Restricted Shares to any Permitted Transferee. For the purpose of this Agreement, “Fidelity Persons” means (1) Fidelity International Limited (“FIL”), a company incorporated in Bermuda, and any subsidiary undertaking of FIL from time to time (FIL and its subsidiary undertakings being the “FIL Group”); (2)

Exempt Transfers. (a) 3.1 Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) Company and/or the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, Investors set forth in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause Section 2 above shall not apply to (i) any transfer or transfers by a Key Holder which in the aggregate, over the term of this Agreement, including any amendments hereto, amount to no more than five percent (5%) of the shares of Key Holder Stock held by a Key Holder as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any transfer without consideration to the Key Holder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Key Holder, (iii) any transfer or transfers by a Key Holder to another Key Holder (the “Transferee-Key Holder”) so long as the Transferee-Key Holder is, at the time of the transfer, employed by or acting as a consultant or director of the Company; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii), and (iii), (A) the Key Holder shall inform the Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Key Holder hereunder, including without limitation Section 2. Such transferred Key Holder Stock shall remain “Key Holder Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Key Holder” for purposes of this Agreement, except that such transferee or donee may not transfer shares pursuant to Section 3.1(i) hereof. 3.2 Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Key Holder Stock to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). 3.3 This Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Key Holder pursuant to (i) a stock restriction agreement or any Transfer after a Qualified IPO; other agreement between the Company and the Key Holder and (ii) any right of first refusal set forth in the creation Bylaws of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Investors shall not apply to (i) any Transfer or Transfers by a Shareholder which in the aggregate, over the term of this Agreement, amount to less than 10% (measured on a cumulative basis) of all outstanding Co-Sale Stock as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any Transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Shareholder, or (iii) any bona fide gift; provided that in the event of any Transfer made pursuant to one of the exemptions provided by clauses (ii) or (iii), (A) the Shareholder shall inform the Investors of such pledge, Transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Investors with a written agreement to be bound by and comply with all provisions of Section 2. Except with respect to Co-Sale Stock transferred under clause (i) immediately above (which Co-Sale Stock shall no longer be subject to the co-sale rights of the Investors), such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated as a "Shareholder" for all purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Co-Sale Stock as part of a firmly underwritten public offering of the Company's Common Stock at a price per share of at least five dollars ($5.00) per share and having an aggregate offering price to the public of at least twenty million dollars ($20,000,000) before deduction of underwriting discounts and selling commissions (a "Qualified Offering") or as part of any other public offering of the Company's securities in which the Company's outstanding Preferred Stock is converted into Common Stock in accordance with the Company's Articles of Incorporation. (c) This Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Shareholders pursuant to (i) a Qualified IPO stock restriction agreement or any Transfer after a Qualified IPO; other agreement among the Company and the Shareholders and (ii) any right of first refusal set forth in the creation Bylaws of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary contained herein, the foregoing provisions right of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Preferred Holders shall not apply to (ia) the sale any Transfer or Transfers made pursuant to Section 5 below, (b) any repurchase of Shares by the Company pursuant to any right of repurchase in the event of a Qualified IPO termination of employment or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares consulting relationship or pursuant to the Standard Bank Facility.terms of the ESOP, (c) any transfer to (x) an Affiliate of the Selling Shareholder or (y) wholly-owned subsidiary of the Selling Shareholder which is directly or indirectly controlled by the Selling Shareholder, provided that the transferee so transferred shall not be a Competitor of any of the Group Companies, (d) in the case of a Transferor that is a natural person, transfers by the Transferor upon his or her death by will or intestacy to his or her siblings, children, grandchildren, spouse or any other relatives approved by unanimous consent of the Board, or any transfer to the parents, children or spouse, or to trusts for the exclusive benefit of such persons, of any Common Holder for bona fide tax and/or estate planning purposes, (e) any transfer by a Founder to any person (either individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, or other entity of any kind) not exceeding, when aggregated with all of the Shares previously transferred by such Founder, ten per cent (10%) of all Shares held by him at the time of transfer, (f) without limiting the foregoing subsection (a), any transfer by Fidelity to any Fidelity Persons or charitable organization and (g) the Company’s Transfer, repurchase and cancellation of up to 56,067,952 Common Shares that the Company held in its own name as of March 1, 2011 (the “Treasury Shares”), provided that the transferee so transferred shall not be a Competitor of any of the Group Companies (each transferee pursuant to the foregoing subsections (c), (d), (e) and (f), a “Permitted Transferee”); provided that adequate documentation therefor is provided to the Investors to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder. Each Shareholder (other than the Selling Shareholder) hereby waives its right of first refusal and right of co-sale under this Section 4 in respect of such transfer of Restricted Shares to any Permitted Transferee. For the purpose of this Agreement, “Fidelity Persons” means (1) Fidelity International Limited (“FIL”), a company incorporated in Bermuda, and any subsidiary undertaking of FIL from time to time (FIL and its subsidiary undertakings being the “FIL Group”); (2)

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of an adherence agreement to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank CITIC KaWah Facility.

Exempt Transfers. (a) Notwithstanding anything to the contrary contained herein, the foregoing provisions right of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations Preferred Holders under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Section 4 shall not apply to (ia) to a repurchase of Shares from a Selling Shareholder by the Company at a price no greater than that originally paid by such Selling Shareholder for such Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, (b) in the case of a Selling Shareholder that is a natural person, upon a transfer of Shares by such Selling Shareholder of no more than ten percent (10%) in aggregate of all of the Ordinary Shares he holds in the Company as of the date of this Agreement (unless otherwise approved in writing by the Investors), either during his or her lifetime or on death by will or intestacy, to his or her Immediate Family Members or any other relatives approved by the Board of the Company, or any custodian or trustee for the account of a Selling Shareholder or a Selling Shareholder’s Immediate Family Members, and (c) the sale of any Shares pursuant to the public in a Qualified IPO Public Offering or any Transfer after in connection with a Qualified IPO; and sale of the Company (ii) the creation of Encumbrances over the Shares each transferee pursuant to the Standard Bank Facilityforegoing subsections (a), (b) and (c), a “Permitted Transferee”); provided that, in any event, adequate documentation therefore is provided to the Preferred Holders to their reasonable satisfaction with respect to such transfer and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder.

Exempt Transfers. (a) Notwithstanding anything to The requirements of Section 6.1 and the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, Corporation set forth in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Section 6.3 shall not apply to (i) any pledge of Offered Securities made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest; (ii) any Transfer to the members of the Holder’s Family, or to trusts for the benefit of the Holder or members of the Holder’s Family, or to a partnership, limited liability company, or other entity all of the equity interests of which are held by one or more of the foregoing; (iii) a Transfer by a partnership to its partners or retired partners in accordance with their partnership interests; (iv) a Transfer by a Holder to an affiliate of such Holder (including an entity that is a member of such Holder’s Group); or (v) a Transfer by a limited liability company to its members or former members in accordance with their interests in the limited liability company; provided that in the event of any Transfer made pursuant to this Section 6.4(a), the pledgee, transferee, or donee shall furnish the Corporation with a written agreement to be bound by and comply with all of the obligations of this Agreement and the Holder shall give written notice to the Corporation prior to such transfer, which notice shall state the nature of the exemption relied upon for the transfer. (b) Notwithstanding the foregoing, the provisions of this Article 6 shall not apply to the sale of Shares any Offered Securities (i) to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the SEC under the Securities Act or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityCorporation.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, Investors set forth in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause Section 2 above shall not apply to (i) any Transfer without consideration to the Selling Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Selling Stockholder, (ii) any pledge of Selling Stockholder Shares made pursuant to a bona fide loan transaction that creates a mere security interest, (iii) any bona fide gift, (iv) any Transfer to an Affiliate of such Selling Stockholder, or (v) any Transfer by a Selling Stockholder to one or more of its members, stockholders, limited partners or general partners; provided that in the event of any Transfer made pursuant to one of the exemptions provided by clauses (i), (ii), (iii), (iv) and (v), (A) the Selling Stockholder shall inform the Investors of such Transfer prior to effecting it and (B) the transferee shall enter into an Instrument of Accession, agreeing to be bound by and comply with all provisions of this Agreement, as if it were an original Selling Stockholder hereunder. Such Transferred Selling Stockholder Shares shall remain “Selling Stockholder Shares” hereunder, and such transferee shall be treated as a “Selling Stockholder” for purposes of this Agreement, except that such transferee may not Transfer shares pursuant to Section 2.4(a)(i) hereof. (b) Notwithstanding Section 2.4(a), the provisions of this Section 2 shall not apply to the sale of any Shares to the public pursuant to a Qualified IPO or any Transfer after a Qualified IPO; registration statement filed with, and declared effective by, the Commission under the Securities Act. (iic) This Agreement is subject to, and shall in no manner limit the creation of Encumbrances over right which the Shares Company may have to repurchase securities from the Selling Stockholder pursuant to a stock restriction agreement or other agreement between the Standard Bank FacilityCompany and the Selling Stockholder.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 Sections 2(a) through 2(d) shall not apply to a any Transfer by a Shareholder of all or part of its Shares gift to an Affiliate providedthe Stockholder’s ancestors, howeverdescendants or spouse, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice ancestors or descendants of such Stockholder’s spouse, or to trusts for the benefit of such persons, and, for any Stockholder that is not a natural person, to any Transfer to each other Shareholder; the employees, officers and directors of such Stockholder (2) “Permitted Transferees”); provided that the transferee to whom or donee shall furnish the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Stockholders and the Company with a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof and comply with all provisions of Section 2. Such transferred Shares shall thereby become bound by the terms remain “Shares” hereunder, and conditions such transferee or donee shall be treated as a “Holder” for purposes of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary hereinforegoing, the provisions of this Clause 2 Section 2(a) through 2(d) shall not apply to the sale or Transfer of any Shares by an Investor (i) to an affiliate of an Investor; or (ii) to any constituent partner or retired partner and member or retired member of an Investor, the estate of such a partner or member or a liquidating trust for the benefit of the partners or members of an Investor; provided that (A) the transferring Investor shall inform the other Stockholders and the Company of such sale or Transfer prior to effecting it and (B) the transferee or donee shall furnish the other Stockholders and the Company with a written agreement to be bound by and comply with all provisions of Section 2. (c) Notwithstanding the foregoing, the provisions of Section 2(a) through 2(d) shall not apply to the sale of any Shares (i) to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act or any Transfer after a Qualified IPOthereafter under Rule 144 or otherwise; and (ii) the creation of Encumbrances over the Shares pursuant to a merger, consolidation, recapitalization or similar event; or (iii) to the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Section 6.1.2, Section 6.2 and Section 6.3 (to the extent applicable) shall not apply to: (a) transfer of Shares by an Ordinary Shareholder to an entity wholly-owned by such Ordinary Shareholder (the “Wholly Owned Entity”), provided that such Ordinary Shareholder shall cause the Wholly Owned Entity to immediately transfer back to such Ordinary Shareholder all Shares transferred to it pursuant to the preceding if the Wholly Owned Entity is, or is planned to be, no longer wholly owned by such Ordinary Shareholder; (b) transfer by a Founder of up to ten percent (10%) of the Ordinary Shares held by such Founder at the Series B Closing Date, to a spouse or child of such Founder, or to the trust for such Founders account sponsored for the sole benefit of his spouse and/or child (together with the Wholly Owned Entity, the “Permitted Relatives”); or (c) transfer by a Preferred Shareholder of Shares to Alibaba pursuant to its Alibaba Call Option (together with the transfer to the Wholly Owned Entity and the Permitted Relatives in compliance with this Agreement, the “Exempt Transfers”); provided, that, (i) unless otherwise approved by the sale Preferred Shareholders, the Ordinary Shareholders may conduct the Exempt Transfers under subsection (a) and (b) above in up to three (3) installments; (ii) other than the Exempt Transfers under subsection (c) above, each transferee in the Exempt Transfer, prior to the completion of the sale, transfer, or assignment, shall have executed documents, in form and substance satisfactory to the Preferred Shareholders, assuming the obligations of the Transferor under this Agreement, the Articles and other relevant documents, and authorized the Transferor to vote as a Shareholder of the transferred shares and executed all the related legal documents on behalf of such transferee; (iii) the total number of Ordinary Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPObe transferred in accordance with subsection (b) above shall be no more than ten (10%) percent of the Ordinary Shares held by such Transferor at the Series B Closing Date; and (iiiv) the creation of Encumbrances over Exempt Transfers shall be in compliance with applicable Laws (including but not limited to Laws relating to foreign exchange administration under the Shares pursuant to the Standard Bank FacilityPRC).

Exempt Transfers. 3.1 Notwithstanding the foregoing, the right of first refusal and co-sale rights of the Company and/or the Qualifying Investors set forth in Section 2 above shall not apply: (a) Notwithstanding anything in the case of a Key Holder who is a natural person, to any Transfer without consideration to the contrary hereinKey Holder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Key Holder; (b) in the case of a Key Holder that is an entity, upon a Transfer without consideration by such Key Holder to its stockholders, members, partners or other equity holders, (c) to a repurchase of Key Holder Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Key Holder Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors; provided that in the event of any Transfer made pursuant to clauses (a) and (b), (A) the Key Holder shall inform, in writing, the foregoing Investors of such Transfer prior to effecting it and (B) the transferee or donee shall, as a condition to such Transfer, enter into a written agreement to be bound by and comply with all provisions of this Clause Agreement, as if it were an original Key Holder hereunder, including Section 2. Such Transferred Key Holder Stock shall remain “Key Holder Stock” hereunder, and such transferee or donee shall be treated as the “Key Holder” for purposes of this Agreement. 3.2 Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of any Key Holder Stock to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) or any Transfer by of Key Holder Stock in connection with a Shareholder Deemed Liquidation Event (as defined in the Company’s certificate of all incorporation (as the same may be amended, restated or part of its Shares otherwise modified from time to an Affiliate providedtime, however, that any such Transfer shall be the “Restated Certificate”)) which is approved in accordance with each of the following terms:Restated Certificate. (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder 3.3 This Agreement is to Transfer the Shares is a Non-Competing Person subject to, and shall execute and deliver to each other Shareholder and in no manner limit the right which the Company may have to repurchase securities from a deed of adherence to this Agreement, in form and substance reasonably satisfactory to Key Holder who performed services for the Company or any subsidiary who acquired such shares directly from the Company, indicating if such transferee’s agreement purchase is made upon the termination of employment or other business relationship of such Key Holder as a former employee, officer, director, consultant or other service provider pursuant to be bound contractual rights held by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled Company relating to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate termination of employment or other business relationship of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another Key Holder and the purchase price does not exceed the lesser of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO original purchase price paid the Key Holder for such shares or any Transfer after a Qualified IPO; and (ii) the creation then fair market value of Encumbrances over such shares. 3.4 Notwithstanding the Shares pursuant foregoing, no Key Holder shall Transfer any Key Holder Stock to (a) any entity which, in the Standard Bank Facilitydetermination of the Company’s Board of Directors, directly or indirectly competes with the Company or (b) any customer, distributor or supplier of the Company, if the Company’s Board of Directors should determine that such Transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank CITIC KaWah Facility.

Exempt Transfers. (a) 10.1 Notwithstanding the foregoing or anything to the contrary herein, the foregoing provisions of this Clause 2 Subsections 9.1 and 9.2 shall not apply (a) in the case of a Restricted Holder that is an entity, upon a transfer by such Restricted Holder to its stockholders, members, partners, other equity holders or Affiliates, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a Shareholder majority of all the Board, or part (c) in the case of its Shares a Restricted Holder that is a natural person or a trust, upon a transfer of Transfer Stock by such Restricted Holder made for bona fide estate planning purposes, either to an Affiliate providedone or more Immediate Family Members, howeveror any other relative approved by the Board, that or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Restricted Holder or any such Transfer Immediate Family Members; provided that in the case of clause(s) (a) and (c), the Restricted Holder shall be in accordance with each of the following terms: (1) such Shareholder shall provide deliver prior written notice to the Rights Holders of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to each other Shareholder; (2) the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to whom the Shareholder is to Transfer the Shares is such issuance, deliver a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence counterpart signature page to this Agreement, in form and substance reasonably satisfactory to the Company, indicating Agreement as confirmation that such transferee’s agreement to transferee shall be bound by the terms hereof and shall thereby become bound by all the terms and conditions of this Agreement as a Party Restricted Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Restricted Holder with respect to Proposed Restricted Holder Transfers of such Transfer Stock pursuant to Section 9; and a Shareholder hereunder provided further in the same manner as the Transferring Shareholder and be entitled case of any transfer pursuant to the same rights to the same extent and in the same manner as the Transferring Shareholder; clause (3a) or (c) above, that such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares transfer is made pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitytransaction in which there is no consideration actually paid for such transfer.

Exempt Transfers. (a) Notwithstanding the foregoing or anything to the contrary herein, the foregoing provisions of this Clause 2 Sections 3 and 5 shall not apply apply: (a) in the case of a Holder that is an entity, upon a Transfer by such Holder to Persons who are its direct or indirect stockholders, members, partners or other equity holders as of the date hereof and in the case of any of the foregoing that is an entity, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (b) to a repurchase of Parent Shares from a Holder by Parent; (c) in the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made for bona fide estate planning purposes, either during his lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by Parent’s Board of Directors (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Holder Trust”); (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c) of this Section 4, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; (e) in the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made to such Holder’s former spouse in connection with a divorce or other marital dissolution; or (f) upon a Transfer of Parent Shares by a Holder to a Person who is already a Holder and is party to this Agreement; provided that in the case of clause(s) (a), (c), (d) or (e), such Transfer shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers prior written notice to Parent of such Transfer and such Parent Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer by in compliance with this Section 4 (a Shareholder of all or part of its Shares “Transferee”), as a condition to an Affiliate providedsuch issuance, however, that any such Transfer shall be agrees in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement writing to be bound by the terms hereof of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in the form attached as Exhibit A hereto as confirmation that such Transferee shall thereby become be bound by all the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled Holder (but only with respect to the same rights securities so Transferred to the same extent and in Transferee), including the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease of a Holder with respect to be an Affiliate Proposed Holder Transfers of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Parent Shares pursuant to a Qualified IPO or Section 3; and provided, further, in the case of any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilityclause (a), (c) or (e) above, that such Transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfer.

Exempt Transfers. Subject to this Section 3.3, none of the restrictions and/or requirements contained in Section 3.1 and Section 3.2 with respect to Transfers of Securities shall apply to any: (a) Notwithstanding anything Transfer of the Securities, directly or indirectly, by the Founder to the contrary hereinFounder’s ancestors, descendants, immediate family members, or spouse or to trusts for the foregoing provisions benefit of this Clause 2 shall not apply such persons or parties or to a Transfer by a Shareholder of all the entities in which the Founder and/or his ancestors, descendants, immediate family members, or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each spouse holds 100% of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholderequity or beneficial interests; (2b) Transfer of Securities by a Founder for estate planning purposes to a limited partnership, trust, association or other entity that is wholly-owned or controlled by such Founder; (c) Transfers of Securities by the transferee Investor to whom any of its Affiliates (such transfers contemplated under clause (a) and clause (b) above and this clause (c) a “Permitted Transfer” and such transferees a “Permitted Transferee”); (d) issuance of Common Stock upon conversion of the Shareholder is Preferred Stock or exercise of the Warrant; or (e) bona fide sale of Securities by a Founder or the Investor to Transfer a Third Party of less than 3% of the Shares is Securities held by such Founder or the Investor, as applicable, during any three month period; provided, that each Permitted Transferee shall, as a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory condition to the Companyeffectiveness of any such Permitted Transfer, indicating such transferee’s furnish the parties hereto with a written agreement to be bound by and comply with this Agreement, including, without limitation, all provisions of ARTICLE II and ARTICLE III, as if such transferee(s) were the transferor hereunder, as well as the terms hereof and shall thereby become bound by of the terms and conditions of this Agreement as a Party and a Shareholder hereunder in agreement pursuant to which such Offered Shares were issued; provided, further, that the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder transferor shall remain bound by its obligations under this Agreement; and (4) if liable for any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held breach by such transferee shall be promptly retransferred to such Shareholder or transferred to another Permitted Transferee of such Shareholder’s Affiliatesany provision hereunder. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions right of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) Company and/or the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, Investors set forth in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Section 5 above shall not apply to (i) any transfer without consideration to the Selling Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Selling Stockholder, (ii) any transfer or transfers by a Selling Stockholder to another Selling Stockholder (the “Transferee-Selling Stockholder”) so long as the Transferee-Selling Stockholder is, at the time of the Transfer, employed by or acting as a consultant or director of the Company, (iii) any pledge of Selling Stockholder Shares made pursuant to a bona fide loan transaction that creates a mere security interest, (iv) any bona fide gift, or (v) any transfer to an Affiliate of such Selling Stockholder; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii), (iii), (iv) and (v), (A) the Selling Stockholder shall inform the Investors of such transfer prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Selling Stockholder hereunder. Such transferred Selling Stockholder Shares shall remain “Selling Stockholder Shares” hereunder, and such transferee shall be treated as the “Selling Stockholders” for purposes of this Agreement, except that such transferee may not transfer shares pursuant to Section 4.4 hereof. (b) Notwithstanding the foregoing, the provisions of this Section 5 shall not apply to the sale of any Selling Stockholder Shares to the public pursuant to a Qualified IPO or any Transfer after a Qualified IPO; registration statement filed with, and declared effective by, the Commission under the Securities Act. (iic) This Agreement is subject to, and shall in no manner limit the creation of Encumbrances over right which the Shares Company may have to repurchase securities from the Selling Stockholder pursuant to a stock restriction agreement or other agreement between the Standard Bank FacilityCompany and the Selling Stockholder.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Sections 5(a), (c) and (e) shall not apply to apply: (i) in the sale case of Shares a holder of Investor Units and Common Units that is an entity, upon a transfer by such holder to Affiliates, (ii) to a repurchase of Common Units from a Common Unitholder by the Company at a price no greater than that originally paid by such Common Unitholder for such Common Units and pursuant to an agreement containing vesting and/or repurchase provisions approved by the Board, (iii) in the case of a Common Unitholder that is a natural person, upon a transfer of Transfer Securities by such Common Unitholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy, to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Common Unitholder (or his or her spouse) (all of the foregoing collectively referred to as “Family Members”), or any other relative approved by the Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Common Unitholder or any such Family Members, (iv) a transfer of equity securities of the Company owned by BioValve Technologies, Inc. secured by a promissory note held by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or an entity controlled by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (v) a transfer by Auda Capital IV Co-Investment GMBH & Co. KG to any entity managed by Auda Capital or ▇▇▇▇▇▇ Health, (vi) in the case of a holder of Investor Units, upon a transfer by such holder to another Investor or an Affiliate of such other Investor or (vii) upon a Proposed Transfer approved by the Board; provided that in the case of clauses (i), (iii), (iv), (v), (vi) and (vii), such Transfer Securities shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, comply with Section 5.4 of the LLC Agreement and deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as an Investor or Common Unitholder, as applicable, including the obligations with respect to Proposed Transfers of such Transfer Securities; and provided, further, in the case of any transfer pursuant to clause (iii) above, that such transfer is made pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitytransaction in which there is no consideration actually paid for such transfer.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions co-sale rights of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate providedSUIT, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person TCW and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Aquila shall not apply to (i) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest, (ii) any transfer to the ancestors, descendants or spouse of Peak or to trusts for the benefit of such persons, (iii) any transfer or transfers by Peak to John ▇▇▇▇▇▇▇ ▇▇ long as such transfer is made in connection with Jurrius' appointment to the Company's Board of Directors, not to exceed 1,000,000 shares, or (iv) any bona fide gift of not more than Peak's holdings of the Company's securities on the date hereof; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii) and (iv), (A) Peak shall inform SUIT, TCW and Aquila of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish SUIT, TCW and Aquila with a written agreement to be bound by and comply with all provisions of Section 2. Except with respect to Co-Sale Stock transferred under clause (iii) above (which Co-Sale Stock shall no longer be subject to the co-sale rights of SUIT, TCW and Aquila), such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated similarly with Peak for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 2 shall apply to the sale of Shares any Co-Sale Stock to (i) the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Sections 3(a) and 3(b) shall not apply to apply: (i) the sale to sales of up to $2,500,000 of Shares by ▇▇▇▇▇▇▇▇▇ to one or more accredited investors (as defined in Regulation D under the Securities Act) which is completed on or before June 30, 2005; (ii) to any transfer of Allee’s Shares to ▇▇▇▇▇▇▇▇▇ as a result of the pledge agreement currently in effect; (iii) in the case of any Member that is an entity, upon a transfer by such Member to its stockholders, members, partners or other equity holders as a distribution in respect of such persons’ ownership interests in such Member, (iv) pursuant to a Qualified IPO Public Offering or a Sale of the Company, (v) in the case of any Member that is a natural person, upon a transfer of Shares by such Member, either during his or her lifetime or on death by will or intestacy to his or her siblings, lineal antecedents or descendents, spouse or any Transfer after custodian or trustee for the account of such Member or such Member’s siblings, lineal antecedents or descendents, or spouse, or (vi) to a Qualified IPOsale of Shares on a public trading market if there is an established trading market for the Shares; provided, however, notwithstanding any such permitted transfer, such transferred Shares (except in the case of a transfer under clause (v) above) shall remain Company Securities for all purposes hereunder, and such transferee shall be treated as a Member (iibut only with respect to the securities so transferred to the transferee) for all purposes of this Agreement (including the creation obligations of Encumbrances over the a Member with respect to Proposed Transfers of such Shares pursuant to Section 3); and provided, further, in the Standard Bank Facilitycase of any transfer pursuant to clause (iii) or (v) hereof, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempt Transfers. (a) Notwithstanding anything to the contrary contained herein and unless expressly provided herein, the foregoing provisions of Transfer restrictions set out in this Clause 2 Article V shall not apply to the following (each, an “Exempt Transfer”): (a) any indirect Transfer of Equity Securities of the Company held by Didi or its Affiliates relating to or as a result of any changes in the shareholding structure or ownership of Didi; (b) any Transfer of Equity Securities of the Company to the Company pursuant to a repurchase right held by the Company in connection with any termination of an employment relationship by a Shareholder who is an employee of all or part a Group Company; (c) after the expiry of its Shares the Lock-up Period, any Transfer by the Management of Equity Securities limited to an Affiliate providedaggregate of one per cent. of the fully-diluted, however, as-converted share capital of the Company provided that any the proceeds of such Transfer shall be applied in accordance with each the terms of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other ShareholderManagement Loan Documents; (2d) the transferee to whom the Shareholder is to any indirect Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and of Equity Securities of the Company held by the Management as a deed result of adherence any changes in the shareholding structure or ownership of the Management, subject to this Agreement, such Transfer being effected only in form accordance with the rules governing the employee incentive schemes adopted by Didi or the Company from time to time and substance reasonably satisfactory applicable to the Company, indicating Management; (e) any Transfer of Equity Securities of the Company effected pursuant to and in compliance with Section 5.4 to Section 5.9 or Section 5.11; (f) any Transfer of Management Shares to the applicable Investors upon the occurrence of an Enforcement Event; (g) any Transfer of Equity Securities of the Company by a Shareholder to its Permitted Transferee; provided that (A) any such transferee’s agreement Permitted Transferee of a Shareholder shall agree in writing to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as in place of the relevant Shareholder pursuant to a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as Deed of Adherence executed by the Transferring Shareholder; , and (3B) such Shareholder shall remain bound by its obligations under this AgreementTransfer of Equity Securities is effected in compliance with all applicable Laws; and (4) if any provided further, that in the event such transferee Affiliate shall cease Permitted Transferee ceases to be an Affiliate of such Shareholdera Permitted Transferee, any Shares Equity Securities of the Company held by such transferee Permitted Transferee shall be promptly retransferred Transferred back to the relevant Shareholder or another Permitted Transferee of such Shareholder or transferred to another of such Shareholder’s Affiliatesimmediately. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions rights of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Company and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Investors shall not apply to (i) any transfer or transfers by a Founder which in the aggregate, over the term of this Agreement, amount to no more than five percent (5%) of the shares of Co-Sale Stock held by the Founder as of June 6, 2002 (as adjusted for stock splits, dividends and the like), (ii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Founder, (iii) any transfer or transfers by a Founder to another Founder (the “Transferee-Founder”) so long as the Transferee-Founder is, at the time of the transfer, employed by or acting as a consultant, officer or director of the Company, (iv) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest, or (v) any bona fide gift; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (ii), (iii), (iv) and (v), (A) the Founder shall inform the Company and the Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Company and the Investors with a written agreement to be bound by and comply with all provisions of this Agreement. Except with respect to Co-Sale Stock transferred under clause (i) above (which Co-Sale Stock shall no longer be subject to the rights of first refusal and co-sale rights of the Company and the Investors), such transferred Co-Sale Stock shall remain “Co-Sale Stock” hereunder, and such pledgee, transferee or donee shall be treated as a “Founder” for purposes of this Agreement. (b) The provisions of Section 2 hereof shall not apply to the sale of Shares any Co-Sale Stock to the Company or to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). (c) This Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Founder pursuant to (i) a stock restriction agreement or any Transfer after a Qualified IPO; other agreement between the Company and the Founder and (ii) any right of first refusal set forth in the creation Bylaws of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Sections 2.1 and 2.2 shall not apply apply: (a) in the case of a Stockholder that is an entity, upon a transfer by such Stockholder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Stockholder by the Company at a price no greater than that originally paid by such Stockholder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (c) in the case of a Key Holder, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by unanimous consent of the Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder or any such family members; provided that in the case of clauses (a) or (c) (i) the sale Stockholder or Key Holder, as applicable, shall deliver prior written notice to the Company and the other Stockholders of Shares such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as Investor or Key Holder, as applicable, (but only with respect to the securities so transferred to the transferee), including the obligations of a Stockholder with respect to Proposed Transfers of such Transfer Stock pursuant to Section 2, and (ii), that such transfer is made pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitytransaction in which there is no consideration actually paid for such transfer.

Exempt Transfers. (a) Notwithstanding the foregoing or anything to the contrary herein, the foregoing provisions of this Clause 2 Sections 5.1 and 5.2 shall not apply to a Transfer by a Shareholder apply: (a) in the case of all or part of its Shares an Investor, to an Affiliate providedof such Investor; (b) in the case of a Key Holder that is an entity, howeverupon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (c) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that any originally paid by such Key Holder for such Transfer shall be in accordance with each Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the following terms: Board of Directors, or (1d) in the case of a Key Holder or an Investor that is a natural person, upon a transfer of Transfer Stock by such Shareholder shall provide written notice Key Holder or Investor made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Transfer Key Holder or Investor (or his or her spouse) (all of the foregoing collectively referred to each as “family members”), or any other Shareholder; (2) relative/person approved by unanimous consent of the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed full Board of adherence to this Agreement, in form and substance reasonably satisfactory to Directors of the Company, indicating or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such transferee’s agreement Key Holder or Investor or any such family members; provided that in the case of clause(s) (b) or (d), the Key Holder or Investor shall deliver prior written notice to the Investors of such transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by the terms hereof and shall thereby become bound by all the terms and conditions of this Agreement as a Party Key Holder or Investor, as applicable (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder or Investor with respect to Proposed Key Holder Transfers or Proposed Investor Transfers (as applicable) of such Transfer Stock pursuant to Section 5; and a Shareholder hereunder provided, further, in the same manner as the Transferring Shareholder and be entitled case of any transfer pursuant to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. clause (b) Notwithstanding anything to the contrary hereinor (d) above, the provisions of this Clause 2 shall not apply to (i) the sale of Shares that such transfer is made pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitytransaction in which there is no consideration actually paid for such transfer.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Sections 2.1 and 2.2 shall not apply (a) in the case of an Investor that is an entity, upon a transfer by such Investor to its stockholders, members, partners or other equity holders, (ib) to a repurchase of Transfer Stock from an Investor by the sale Company at a price no greater than that originally paid by such Investor for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of Shares the disinterested members of the Board of Directors, or (c) in the case of an Investor that is a natural person, upon a transfer of Transfer Stock by such Investor made for bona fide estate planning purposes, either during such person’s lifetime or on death by will or intestacy to such person’s spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Investor (or such person’s spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by a majority of the disinterested members of the Board of Directors, or any custodian or trustee of any trust, partnership, limited liability company or other corporate entity for the benefit of, or the ownership interests of which are owned wholly by such Investor or any such family members; provided that in the case of clause(s) (a) or (c), the Investor shall deliver prior written notice to the Investors of such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such Transfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as an Investor (but only with respect to the securities so transferred to the transferee), including the obligations of an Investor with respect to Proposed Investor Transfers of such Transfer Stock pursuant to Section 2; and provided further in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitytransaction in which there is no consideration actually paid for such transfer.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Section 6 shall not apply apply: (i) to a repurchase of Shares from a Transferor by the Company, (ii) in the case of a Transferor that is a natural person, upon a transfer of Shares by such Transferor, either during his or her lifetime or on death by will or intestacy, to his or her Immediate Family Members, or any custodian or trustee for the account of a Transferor or a Transferor’s Immediate Family Members, (iii) to a transfer of Shares by the Angels to the Key Holders and, (iv) to any transfer of Preferred Shares by the Investors to their Affiliates so long as such Affiliates remain an Affiliate of such Investor and such Affiliate is not a Person listed in Exhibit D, (v) transfer of any Shares of the Company by a Transferor to employees as the incentive shares in accordance with the Share Plan or to the Company for the purpose of increasing the number of equity securities available for the issuance to employees under the Share Plan and (vi) the sale of any Shares to the public in a Qualified IPO or in connection with a Sale of the Company; provided, that in cases of above (ii), (iii) and (iv), (i) such transaction is effected in compliance with all applicable filings or registrations required by SAFE under the Circular 37, and (ii) each such transferee, prior to the completion of such transfer, shall have executed and delivered an Assumption Agreement substantially in the form attached hereto as Exhibit C assuming the obligations of such transferor under this Agreement as, if applicable, a Founder, a Founder Entity, or an Angel, with respect to the transferred Shares. If the Company waives or fails to exercise the Company’s Right of First Refusal in accordance with Section 6.2(b) of this Agreement with respect to a Proposed Transfer by an Investor, such Investor shall be entitled to transfer its Transfer Shares in accordance with this Section 6.6 without further subject to the Non-Selling Investors’ Investor Right of First Refusal. For the avoidance of doubt, each Investor may freely transfer any Shares (including the Class A Ordinary Shares that Hike Capital, SIG, N5Capital, Wenjing Co., Ltd., Creative Linking Investments Limited and Axilight each holds) now or hereafter owned or held by it subject to the Company’s Right of First Refusal set forth in Sections 6.2; provided that (i) such transfer is effected in compliance with all applicable Laws, (ii) the transferee shall execute and deliver an Assumption Agreement substantially in the form attached hereto as Exhibit C as an “Investor” (if not already a Party hereto), and if applicable, a Series A Investor or a Series B Investor or a Series C Investor or a Series C-1 Investor or a Series C-2 Investor or a Series D-1 Investor or a Series D-2 Investor upon and after such transfer, and (iii) in case the proposed transferee is one of the Persons listed in Exhibit D, such Investor shall notify the Board of Directors of such transfer and assignment in writing, and such transfer and assignment shall not be effectuated unless (x) such transfer and assignment is approved by the Board of Directors in advance or (y) the Board of Directors does not disapprove such transfer and assignment by written resolution within twenty-five (25) days after receipt of the written notice from such Investor served pursuant to this Section 6.6. The places in No. 19 and 20 of Exhibit D as of the date hereof are reserved, and each of such reserved places may be added with a new entity whose business directly competes with the Business of the Group Companies by the Company at any time after the execution of this Agreement by serving a written notice to the Investors; and furthermore, the Company may, by serving a written notice to the Investors no more than one (1) time in any consecutive three (3) month period after the date hereof, replace any entity listed on Exhibit D with any other entity, provided that the business conducted by such other entity shall directly competes with the Business of the Group Companies. Notwithstanding the foregoing, if any Investor proposes to transfer any Shares to any other Person(s) that conducts the business competitive with the primary business of the Group Companies but not listed on Exhibit D, (i) the sale Company shall not add the foregoing Person(s) into Exhibit D as a result of Shares pursuant which such Investors fails to a Qualified IPO consummate the share transfer with the foregoing Person(s); (ii) the Company or any of its designated Persons has a right of first refusal to purchase such Shares, provided that, in case of designation of Persons, the Company shall be jointly and severally liable with such designated Persons in connection for due and punctual payment by such designated Persons of the consideration of the Shares to be transferred, provided further that, if the Company or any of its designated Persons decides to exercise its rights of first refusal, the Company or such designated Person shall be obliged to purchase all (but not less than all) of the Shares such Investor proposes to transfer. The procedures set forth in Section 6.2 shall apply to the foregoing exercise of right of first refusal mutatis mutandis, except that (i) the Proposed Transfer after a Qualified IPONotice must be delivered to the Company no later than twenty-five (25) days prior to the Proposed Transfer instead of sixty (60) days as required under Section 6.2; and (ii) the creation of Encumbrances over Exercise Notice must be delivered by the Shares pursuant Company to the Standard Bank Facilityconcerned Investor within fifteen (15) days after receipt of the Proposed Transfer Notice instead of twenty (20) days as required under Section 6.2. The Company and the other shareholders of the Company shall execute and deliver all related documentation and take such other action in support of such transfer as shall reasonably be requested by such transferring Investor, including but not limited to update by the Company of its register of members upon the consummation of any such permitted transfer.

Exempt Transfers. Notwithstanding the foregoing: ---------------- (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause Section 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) sale of Stock if, after giving effect thereto, the Founder shall have sold less than an aggregate of the lesser of (a) 200,000 shares or (b) shares for aggregate proceeds of less than $1,000,000 after the date of this Agreement, or (ii) any sale of Stock to the Company; (b) neither Section 2 nor Section 3 hereof shall apply to (i) sales and transfers of not more than 200,000 shares in any year to employees, directors or strategic partners of the Company or its subsidiaries in connection with bona fide compensation arrangements, licensing transactions, consulting arrangements and the like; (ii) any pledge of Stock made pursuant to a bona fide loan transaction that creates a mere security interest; (iii) any transfer to the ancestors, descendants or spouse of the Founder or to trusts for the benefit of such persons or the Founder; or (iv) any bona fide gift; provided that (A) the Founder shall inform the Stockholders of such sale, pledge, transfer or gift prior to effecting it and (B) in the case of transfers or gifts under clauses (iii) and (iv), the transferee or donee shall furnish the Stockholders with a written agreement to be bound by and comply with all provisions of Sections 2 and 3; (c) upon and after the consummation of a Qualified Public Offering (as defined in Section 7.4), the provisions of Section 2 and Section 3 hereof shall only apply to privately negotiated sales, and shall not apply to offers and sales to the public; and (d) the provisions of Section 2 and Section 3 hereof shall not apply to the sale of Shares any Stock (i) to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), or any Transfer after a Qualified IPO; and (ii) if prior to such sale, the creation Founder held less than 5% of Encumbrances over the Shares Company's outstanding shares. In the case of a transfer pursuant to the Standard Bank Facilityclauses (b)(iii) or (iv), such transferred Stock shall remain "Stock" hereunder, and such pledgee, transferee or donee shall be treated as a "Founder" for purposes of this Agreement.

Exempt Transfers. (aA) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions rights of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and the co- sale rights of the following terms: Investors (1the "Rights") such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale any pledge of Shares Co-Sale Stock made pursuant to a Qualified IPO bona fide loan transaction with a financial institution that creates a mere security interest, or (ii) any Transfer after transfer to the ancestors, descendants or spouse of a Qualified IPOFounder or to trusts for the benefit of such persons or such Founder and any subsequent transfer involving a distribution from such trusts to such beneficiaries; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i) and (ii) above, (A) such Founder shall inform the creation Company and the Investors in writing of Encumbrances over such pledge or transfer prior to effecting it and (B) the Shares pledgee or transferee shall furnish the Company and the Investors with a written agreement to be bound by and to comply with all provisions of Section 2 hereof. Notwithstanding anything to the contrary in this Agreement, such transferred Co- Sale Stock pursuant to the Standard Bank Facilityterms hereof shall remain "Co-Sale Stock" hereunder, and such pledgee or transferee shall be treated as a " Founder" for purposes of this Agreement. (B) The Company's right of first refusal described in Section 2(b) above shall be subject to such limitations and conditions as set forth in Section 64 of the Company's Bylaws. (C) This Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Founders provided that any repurchases by the Company shall remain subject to any limitations in the Company's Amended and Restated Articles of Incorporation.

Exempt Transfers. (ai) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 paragraphs (a)(i) ----------------- through (a)(vi) of Section 2.1 shall not apply to (A) any pledge of ------- ----------- Securities made pursuant to a Transfer by bona fide loan transaction that creates a Shareholder of all or part of its Shares mere security interest, (B) any transfer to an Affiliate of transferor; provided that -------- (1) the Selling Stockholder shall inform the other Principal Stockholders of such pledge or transfer prior to effecting it and (2) the pledgee or transferee shall furnish the other Principal Stockholders with a written agreement to be bound by and comply with all provisions of Section 2.1(a), or (C) the transfer -------------- by Parent to Guidance Solutions, Inc. (or its affiliate) of up to 288,333 shares of Common Stock. Such pledged or transferred Securities under subsections (A) or (B) above shall remain "Securities" hereunder, and such pledgee or transferee under subsections (A) or (B) shall be treated as a "Principal Stockholder" for purposes of this Agreement; provided, however, that any such Transfer Securities transferred pursuant to subsection (C) above shall no longer be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence subject to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliatesupon transfer. (bii) Notwithstanding anything to the contrary hereinforegoing, the provisions of this Clause 2 Section 2.1(a) shall -------------- not apply to (i) the sale of Shares any Securities (A) to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"); or any Transfer after a Qualified IPO; and (iiB) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions rights of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and the co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) Company and the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and Selling Investors (the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3"Rights") such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) any transfer or transfers by any Investor which in the sale aggregate amount to no more than ten percent (10%) of Shares Co-Sale Stock held by all Investors as of the date of any proposed transfer, (ii) any pledge of Co-Sale Stock made pursuant to a Qualified IPO bona fide loan transaction with a financial institution that creates a mere security interest, (iii)any transfer to the ancestors, descendants or spouse of a Investor or to trusts for the benefit of such persons or such Investor, (iv) any Transfer after transfer to its partners or members by a Qualified IPOInvestor that is a partnership or limited liability company; (v) any transfer to its affiliate by a Investor that is a corporation, or (vi) any bona fide gift; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (ii), (iii), (iv), (v) and (iivi), (A) such Investor shall inform the Company and the Non-Selling Investors of such pledge, transfer or gift prior to effecting it and (B) the creation pledgee, transferee or donee shall furnish the Company and the Non-Selling Investors with a written agreement to be bound by and comply with all provisions of Encumbrances over the Shares pursuant Section 2. Except with respect to Co-Sale Stock transferred under clause (i) above (which Co-Sale Stock shall no longer be subject to the Standard Bank Facility.co-sale rights of the Non-Selling Investors), such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated as a

Exempt Transfers. (a) 3.1 Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) Company and/or the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, Investors set forth in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause Section 2 above shall not apply to (i) any transfer or transfers by a Key Holder which in the aggregate, over the term of this Agreement, including any amendments hereto, amount to no more than five percent (5%) of the shares of Key Holder Stock held by a Key Holder as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any transfer without consideration to the Key Holder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Key Holder, (iii) any transfer or transfers by a Key Holder to another Key Holder (the “Transferee-Key Holder”) so long as the Transferee-Key Holder is, at the time of the transfer, employed by or acting as a consultant or director of the Company; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii), and (iii), (A) the Key Holder shall inform the Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Key Holder hereunder, including without limitation Section 2. Such transferred Key Holder Stock shall remain “Key Holder Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Key Holder” for purposes of this Agreement, except that such transferee or donee may not transfer shares pursuant to Section 3.1(i) hereof. 3.2 Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Key Holder Stock to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). 3.3 Subject to the Foundation ROFR Right, this Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Key Holder pursuant to (i) a stock restriction agreement or any Transfer after a Qualified IPO; other agreement between the Company and the Key Holder and (ii) any right of first refusal set forth in the creation Bylaws of Encumbrances over the Shares Company. 3.4 The Company agrees to assign to Foundation the Company’s right of first refusal to purchase shares of the Company’s Common Stock from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“Dmitriev”) or Bracket Media Group, LLC (“Bracket”) pursuant to certain Stock Subscription Agreements by and between the Company and each of Dmitriev and Bracket, respectively, as such agreements have been amended to date (each a “Subscription Agreement”). In addition, the Company hereby agrees that, notwithstanding any provision to the contrary contained in a Subscription Agreement, that any shares purchased by Foundation from Dmitriev or Bracket pursuant to the Standard Bank Facilityassignment of the Company’s right of first refusal will not be cancelled on the books and records of the Company and will be promptly transferred and, if necessary, issued by the Company (or its transfer agent) upon the Company’s receipt of notice of the closing of the purchase and sale of the shares by Foundation from Bracket or Dmitriev, as the case may be. Foundation shall have the option, but not the obligation, to exercise the right set forth herein. To the extent that the exercise of this right by Foundation would result in its fully-diluted ownership interest in the Company exceeding fifteen (15%), Foundation shall be limited to exercising this right, and Foundation’s Unsubscribed Right and ROFR Right, to the extent that they collectively result in Foundation’s fully-diluted ownership equaling fifteen (15%). This right will terminate simultaneously with the termination of Foundation’s Unsubscribed Right and ROFR Right.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions co-sale rights of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 TCW shall not apply to (i) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest, (ii) any transfer to the ancestors, descendants or spouse of Peak or to trusts for the benefit of such persons, (iii) any transfer or transfers by Peak to ▇▇▇▇ ▇▇▇▇▇▇▇ so long as such transfer is made in connection with Jurrius' appointment to the Company's Board of Directors, not to exceed 1,000,000 shares, or (iv) any bona fide gift of not more than Peak's holdings of the Company's securities on the date hereof; PROVIDED THAT in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii) and (iv), (A) Peak shall inform TCW of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish TCW with a written agreement to be bound by and comply with all provisions of Section 2. Except with respect to Co-Sale Stock transferred under clause (iii) above (which Co-Sale Stock shall no longer be subject to the co-sale rights of TCW), such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated similarly with Peak for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 2 shall apply to the sale of Shares any Co-Sale Stock to (i) the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions right of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and the co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Company and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Investors shall not apply to (i) any Transfer to the ancestors, descendants or spouse of the Common Stockholders or to trusts for the benefit of such persons, (ii) any Transfer or Transfers by a Common Stockholder to another Common Stockholder or to an individual employed by the Company at the time of such transfer (the "Employee"), but only if the transferring Common Stockholder first offers the shares to all other Common Stockholders or Employees, as applicable, and each member of the applicable group is allowed to participate pro rata with the other members of that group, (iii) any pledge of Stock made pursuant to a bona fide loan transaction that creates a mere security interest; (iv) any Transfer by a Common Stockholder which is a partnership, limited liability company or corporation to the partners, members or stockholders of such entity without the payment of consideration therefor, (v) any bona fide gift, or (vi) the exchange by GP Strategies Corporation, a Delaware corporation ("GP Strategies"), of shares of Common Stock of the Company for 6% Convertible Exchangeable Subordinated Notes due 2003 issued by GP Strategies pursuant to the terms of the Note Agreement dated June 30, 2000, among GP Strategies and the holders of such notes; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii), (iii), (iv), (v), or (vi), (A) the transferor shall inform the Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Investors with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred Stock shall remain "Stock" hereunder, and such pledgee, transferee or donee shall be treated as a "Common Stockholder" (to the extent such transfer was from a Common Stockholder) for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Sections 3, 4, and 5 shall not apply to the sale of Shares any Stock to the public pursuant to a Qualified IPO or registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). (c) This Agreement is subject to, and shall in no manner limit, any Transfer after a Qualified IPO; and (ii) other right that the creation of Encumbrances over Company may have to repurchase securities from the Shares Common Stockholders pursuant to a stock restriction agreement or other agreement between the Standard Bank FacilityCompany and the Common Stockholders.

Exempt Transfers. (a) 3.1 Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) Company and/or the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, Investors set forth in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause Section 2 above shall not apply to (i) any transfer or transfers by a Key Holder which in the aggregate, over the term of this Agreement, including any amendments hereto, amount to no more than five percent (5%) of the shares of Key Holder Stock held by a Key Holder as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any transfer without consideration to the Key Holder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Key Holder, (iii) any transfer or transfers by a Key Holder to another Key Holder (the “Transferee-Key Holder”) so long as the Transferee-Key Holder is, at the time of the transfer, employed by or acting as a consultant or director of the Company; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii) or (iii), (A) the Key Holder shall inform the Investors of such transfer prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Key Holder hereunder, including without limitation Section 2. Such transferred Key Holder Stock shall remain “Key Holder Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Key Holder” for purposes of this Agreement, except that such transferee may not transfer shares pursuant to Section 3.1(i) hereof. 3.2 Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Key Holder Stock to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). 3.3 Subject to the Foundation Rights and the USV Rights and the obligations described in Section 3.4 below, this Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Key Holder pursuant to (i) a stock restriction agreement or any Transfer after a Qualified IPO; other agreement between the Company and the Key Holder and (ii) any right of first refusal set forth in the creation Bylaws of Encumbrances over the Shares Company. 3.4 In the event the Company may exercise any right of first refusal or repurchase right (other than rights to repurchase Common Stock from employees, officers, directors, consultants or other persons performing services for the Company at cost upon the occurrence of certain events, such as the termination of employment or service) with respect to any of the Company’s outstanding capital stock by contract or otherwise (in each case, a “Company Repurchase Option”), the Company shall, to the extent it may do so pursuant to such instrument, assign such Company Repurchase Option to Foundation and/or USV to the extent necessary to permit Foundation and/or USV and their respective Affiliates to attain the Foundation 15% Threshold or USV 12% Threshold, as applicable, subject to the following provisions: (a) Upon the occurrence of each event giving rise to a Company Repurchase Option, the Company shall give Foundation and USV written notice (the “Company Repurchase Option Notice”) of the occurrence of such event, describing the number of shares of capital stock subject to such Company Repurchase Option, the price and the general terms upon which the Company may elect to repurchase such shares of capital stock. Foundation and USV shall each have fifteen (15) days after any such Company Repurchase Option Notice is mailed or delivered to it to elect to purchase that portion of the shares of capital stock described in the Company Repurchase Option Notice as it would be entitled to purchase were the repurchase of such shares subject to Section 2.2 hereof, for the price and upon the terms specified in the Company Repurchase Option Notice, by giving written notice to the Company. (b) If Foundation or USV gives the Company written notice that it desires to purchase a portion of such shares within such fifteen (15) day period, then the Company shall take such actions as may be necessary to assign all or any portion (as necessary to accommodate Foundation’s and/or USV’s election and facilitate the transaction, including any by provision of any necessary Company consents, stock transfers, waivers or other such accommodations) of the Company Repurchase Option to Foundation and/or USV. Any shares purchased by Foundation and/or USV pursuant to the Standard Bank Facilityassignment of the Company’s Repurchase Option will not be cancelled on the books and records of the Company and will be promptly transferred and, if necessary, issued by the Company (or its transfer agent) upon the Company’s receipt of notice of the closing of the purchase and sale of the shares by Foundation and/or USV. (c) If either Foundation or USV fails to purchase all or any portion of such shares within fifteen (15) days following the Company’s assignment of the Company Repurchase Option to it, then the assignment of the Company Repurchase Option shall automatically lapse and the Company may repurchase that portion of the shares of capital stock that Foundation or USV failed to purchase by exercising the option set forth in this Section 3.4. (d) The Company’s obligation under this Section 3.4 (i) as to Foundation, shall terminate immediately upon Foundation and its Affiliates collectively first attaining the Foundation 15% Threshold and (ii) as to USV, shall terminate immediately upon USV and its Affiliates collectively first attaining the USV 12% Threshold. (e) The provisions of this Section 3.4 shall not be applicable to any public offering of the securities of the Company.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Sections 5.1, 5.2 and 5.3 and Section 6 shall not apply to apply: (i) to a repurchase of Shares from a Key Shareholder by the Company at a price no greater than that originally paid by such Person for such Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, (ii) in the case of a Key Shareholder that is a natural person, upon a gratuitous transfer of Shares by such Key Shareholder (including on death by will or intestacy) of up to an aggregate of ten percent (10%) of such Key Shareholder’s Shares to an Immediate Family Member of such Key Shareholder, or to a custodian, trustee, executor, or other fiduciary for the account of such Key Shareholder’s Immediate Family Member, or to a trust for such Key Shareholder’s own self, in each case for bona fide estate planning purposes, provided that each such transferee or assignee, prior to the completion of the sale, shall have executed documents assuming the obligations of the Selling Key Shareholder under this Agreement with respect to the transferred Shares; and provided further that any such transfer or distribution shall comply with applicable law and regulations, including without limitation any requirement for the transferee to make any required filings with SAFE pursuant to Circular 75 issued by the State Administration of Foreign Exchange of the PRC (“SAFE”) on October 21, 2005 (and any successor regulation) (“Circular 75”), (iii) the sale of any Shares pursuant to a Qualified IPO or any Transfer after the public in a Qualified IPO, (iv) in the case of an Investor, upon a transfer by such Investor to a transferee that is a partner, member, limited partner or its Affiliate; and provided that in each of the above cases such transferee or assignee, prior to the completion of the sale, shall have executed documents assuming the obligations of the transferring Shareholder under this Agreement with respect to the transferred Shares; (iiiv) to the creation transfer by Pan Weijia of Encumbrances over up to an aggregate of 1,194,000 Ordinary Shares (as adjusted in connection with any stock split, stock dividend, recapitalizations or similar transactions) to certain employees of the Shares Company or Group Companies pursuant to or as agreed in connection with the Standard Bank FacilityEmployee Share Option Plan (as adjusted for stock splits, stock dividends, recapitalizations and similar transactions), and provided further that any such transfer or distribution shall comply with applicable law and regulations, including without limitation any requirement for the transferee to make any required filings with SAFE pursuant to Circular 75; (v) to a Transfer pursuant to and in connection with a Sale of the Company pursuant to Section 7; or (vi) to the transfer by Pan Weijia to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Limited of that number of Ordinary Shares equivalent to 0.5% of the enlarged issued share capital of the Company (taking into account the Series B Preferred Shares on an as-converted basis and adjusted from time to time as necessary for any future corporate actions) at the subscription price for the Series B Preferred Shares upon exercise by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Limited of its option under the Engagement Letter, such option to be exercisable at any time up to two (2) years following the Qualified IPO pursuant to or as agreed under the Engagement Letter (“Engagement Letter Securities”).

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions rights of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder first refusal and the Company a deed co-sale rights of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof Investors, and shall thereby become bound by the terms Series A Stockholders under Sections 3, 4 and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 5 shall not apply to (i) any Transfer to the ancestors, descendants or spouse of the Common Stockholders or to trusts for the benefit of such persons, (ii) any Transfer or Transfers by a Common Stockholder to another Common Stockholder or to an individual employed by the Company at the time of such transfer (the "Employee"), but only if the transferring Common Stockholder first offers the shares to all other Common Stockholders or Employees, as applicable, and each member of the applicable group is allowed to participate pro rata with the other members of that group, (iii) any pledge of Stock made pursuant to a bona fide loan transaction that creates a mere security interest; (iv) any Transfer by a Common Stockholder or Preferred Stockholder which is a partnership, limited liability company or corporation to the partners, members or stockholders of such entity without the payment of consideration therefor, or (v) any bona fide gift; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii), (iii), (iv), or (v), (A) the transferor shall inform the Company and the Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Company and the Investors with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred Stock shall remain "Stock" hereunder, and such pledgee, transferee or donee shall be treated as a "Common Stockholder" (to the extent such transfer was from a Common Stockholder) for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Sections 3, 4, and 5 shall not apply to the sale of Shares any Stock to the public pursuant to a Qualified IPO or registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). (c) This Agreement is subject to, and shall in no manner limit, any Transfer after a Qualified IPO; and (ii) other right that the creation of Encumbrances over Company may have to repurchase securities from the Shares Common Stockholders pursuant to a stock restriction agreement or other agreement between the Standard Bank FacilityCompany and the Common Stockholders.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of Sections 2(a) and 2(b) shall not apply: (i) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (ii) to a repurchase of Capital Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Capital Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (iii) in the case of a Key Holder that is a natural person, upon a transfer of Capital Stock by such Key Holder, either during his or her lifetime or on death by will or intestacy to his or her siblings, children, grandchildren, spouse or any other relatives approved by the Board of Directors of the Company, or any custodian or trustee for the account of a Key Holder or a Key Holder's siblings, children, grandchildren or spouse, provided, however, notwithstanding any such permitted transfer, such transferred Capital Stock shall remain Capital Stock for all purposes hereunder, and such transferee shall be treated as a Key Holder (but only with respect to the securities so transferred to the transferee) for all purposes of this Clause Agreement (including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Capital Stock pursuant to Section 2). (b) Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to (i) the sale of Shares any Capital Stock to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a Qualified IPO "Public Offering") or any Transfer after a Qualified IPO; and (ii) the creation sale by the Key Holder of Encumbrances over up to 1% of the Shares outstanding Common Stock of the Company in any three (3) month period pursuant to Rule 144 under the Standard Bank FacilitySecurities Exchange Act of 1934, as amended.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of Section 6.1, Section 6.2 and Section 6.3 shall not apply: (i) to a repurchase of Shares from a Restricted Shareholder by the Company at a price no greater than that originally paid by such Restricted Shareholder for such Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board including the affirmative vote of the Preferred Directors, (ii) in the case of a Restricted Shareholder that is a natural person, upon a gratuitous transfer of Shares by such Restricted Shareholder (including on death by will or intestacy) to an Immediate Family Member of such Restricted Shareholder, or to a custodian, trustee, executor, or other fiduciary for the account of such Restricted Shareholder’s Immediate Family Member, or to a trust for such Restricted Shareholder’s own self, in each case for bona fide estate and/or tax planning purposes, provided that (A) each such transferee or assignee, prior to the completion of the sale, shall have executed documents assuming the obligations of the transferring Restricted Shareholder under this Clause 2 Agreement with respect to the transferred Shares; and provided further that any such transfer or distribution shall comply with applicable Law and regulations, including without limitation any requirement for the transferee to make any required filings with SAFE pursuant to Circular 75 issued by the State Administration of Foreign Exchange of the PRC (“SAFE”) on October 21, 2005 (and any successor regulation) (“Circular 75”) and (B) any such transfer shall not exceed ten percent (10%) of the total shares held by such Restricted Shareholder, (iii) in the case of a Restricted Shareholder that is an entity, upon a transfer by such Restricted Shareholder to an Affiliate provided that the transferee, prior to the completion of the sale, shall have executed documents assuming the obligations of the transferring Shareholder under this Agreement with respect to the transferred Shares, and provided further that any such transfer or distribution shall comply with applicable Law and regulations, including without limitation any requirement for the transferee to make any required filings with SAFE pursuant to Circular 75, (iv) the sale of any Shares to the public in a Qualifying IPO, or (v) in the case of an Investor that is an entity, upon a transfer by such Investor to a transferee that is a subsidiary, Affiliate, parent, partner, member, limited partner, retired partner, retired member or shareholder; provided that in each of the above cases such transferee or assignee, prior to the completion of the sale, shall have executed documents assuming the obligations of the transferring Shareholder under this Agreement with respect to the transferred Shares. (b) Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 6.1, Section 6.2, and Section 6.3 shall not apply to (i) the sale of any Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitypublic in a Qualifying IPO (as defined in the Purchase Agreement).

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 Sections 3 and 4 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following termsto: (1i) such Shareholder shall provide written notice any sale, transfer or gift of Shares to Selling Holders’ ancestors, descendants or spouse, or to trusts or family limited partnerships for the benefit of such Transfer to each other Shareholder; (2) persons or the Selling Holders for estate or gift tax planning purposes, provided that the transferee to whom the Shareholder is to Transfer the Shares is or donee enters into a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof by, and shall thereby become bound by the terms and conditions comply with, all provisions of this Agreement as if such transferee or donee were a Party “Selling Holder” hereunder. Such transferred Shares shall remain “Shares” hereunder, and such transferee or donee shall be treated as a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder“Selling Holder” for all purposes of this Agreement; (3ii) any transfer by a Selling investor who is an investment fund to such Shareholder shall remain bound by its obligations Selling Holders’ investment fund affiliates; (iii) the sale or transfer of any Shares (A) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under this Agreementthe Securities Act of 1933, as amended (the “Securities Act”); (B) pursuant to a transaction to which Section 3(c)(i) of Article 4 of the Company’s Fourth Amended and Restated Certificate of Incorporation applies; or (C) to the Company; and (4iv) if any such transferee Affiliate shall cease pledge of the Shares pursuant to a bona fide loan transaction that creates a mere security interest, provided the pledgee enters into a written agreement to be an Affiliate bound by, and comply with, all provisions of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliatesthis Agreement. (b) Notwithstanding anything to the contrary hereinforegoing, the provisions of this Clause 2 Section 4 shall not apply to (i) one or more sales or transfers of any Shares by a Selling Holder to any person or entity, whether in a single transaction or a series of related transactions, provided that the sale total cumulative number of Shares pursuant to a Qualified IPO so sold or any Transfer after a Qualified IPO; transferred by the Selling Holder does not exceed five percent (5%) of the number of Shares owned by such Selling Holder, calculated on an as-converted basis as of the date of this Agreement (as adjusted for stock splits, stock dividends, recapitalizations and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitylike).

Exempt Transfers. (ai) Subject to compliance with Section 9.1(e), a Member may, at any time, effect any Transfer in respect of any or all Units held by a Member (x) to a Permitted Transferee of such Member or (y) pursuant to a Public Offering (each, an “Exempt Transfer”), without the consent of the Board or any other Member; provided that in each case, the restrictions contained in this Section 9.1 shall continue to be applicable to subsequent Transfers of Units after the Exempt Transfer. Notwithstanding anything to the contrary hereinin this Section 9.1, no Member shall avoid the foregoing provisions of this Clause 2 shall not apply Agreement by making one or more Transfers to a Transfer by a Shareholder one or more Permitted Transferees and then disposing of all or part any portion of its Shares to an Affiliate provided, however, that any such Transfer shall be Member’s interest in accordance with each of the following terms:such Permitted Transferee. (1ii) such Shareholder shall provide written notice For purposes of such Transfer to each other Shareholder; (2) determining the transferee to whom the Shareholder is to Transfer the Shares is percentage of Units held and Sharing Percentage thresholds of a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to Member in this Agreement, in form the percentage of Units held and substance Sharing Percentage of a Member and any of its Permitted Transferees that remain party to this Agreement to which any Units have been Transferred pursuant to this Section 9.1 shall be treated as held by a single Member and such Permitted Transferees shall act, and be treated, for all purposes of this Agreement jointly and vote as a block with only the rights, and subject to the obligations, of a Member holding such aggregated amount of Units and Sharing Percentage. In connection with a transfer to a Permitted Transferee, a Member shall notify the Company and each other Member of the designated representative that shall act jointly for such Member and its Permitted Transferees. (iii) Upon request of the Board, a Member who is undertaking an Exempt Transfer shall provide evidence, reasonably satisfactory to the CompanyBoard, indicating that such transferee’s agreement Transfer complies with the requirements of this Section 9.1(d), by (A) delivering a certificate, duly executed by an authorized officer of the applicable Member, certifying to the Board that such transaction satisfies the requirements of this Section 9.1(d) and (B) providing such other support as may be bound reasonably requested by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s AffiliatesBoard. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause Section 2 shall not apply to any transfer of equity securities by ▇▇▇▇▇▇ to: (i) any spouse, parent, sibling or child of ▇▇▇▇▇▇ (each a “Family Member”); (ii) any trust, the sole beneficiaries of which are ▇▇▇▇▇▇ or one or more Family Members; (iii) any transferee taking from ▇▇▇▇▇▇ by will or the laws of descent and distribution or pursuant to any separation or divorce agreement or related judicial order; or (iv) an entity in which ▇▇▇▇▇▇ owns 100% of the voting and equity capital; provided, that prior to making, effecting or permitting any such transfer, ▇▇▇▇▇▇ shall cause the prospective transferee to make such representations and warranties and comply with such covenants as may be deemed reasonably necessary by the Company to comply with applicable securities laws, and to agree, in a form satisfactory to the Company and the other Investors, to become a party to and be bound by the applicable provisions of this Agreement and to agree that the equity securities so transferred or disposed of shall continue to be bound by and subject to the applicable provisions of this Agreement to the same extent as ▇▇▇▇▇▇. In connection with any transfer of any Transfer Stock or all or any portion of the ▇▇▇▇▇▇ Note pursuant to any separation or divorce agreement or related judicial order, ▇▇▇▇▇▇ agrees to use his best efforts to cause such transfer to be made into a voting trust or pursuant to alternative arrangements under which either ▇▇▇▇▇▇ or one or more other trustees or other individuals reasonably acceptable to GCP shall retain voting control over such Transfer Stock or any capital stock underlying the conversion rights of such transferred portion of the ▇▇▇▇▇▇ Note. (b) Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of Shares any capital stock of the Company to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility“Public Offering”).

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Company and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Investors shall not apply to (i) any Transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Founder or Principal Shareholder, (ii) any pledge of Founder Stock or Principal Shareholder Stock made pursuant to a bona fide loan transaction that creates a mere security interest, or (iii) any bona fide gift; provided that in the event of any Transfer made pursuant to one of the exemptions provided by clauses (i), (ii) and (iii), (A) the Founder or Principal Shareholder shall inform the Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Investors with a written agreement to be bound by and comply with all provisions of Section 2. Such transferred Founder Stock or Principal Shareholder Stock shall remain “Founder Stock” or “Principal Shareholder Stock”, as the case may be, hereunder, and such pledgee, transferee or donee shall be treated as the “Founder” or “Principal Shareholder” as the case may be, for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Founder Stock, Principal Shareholder Stock or the Common Stock of a Significant Investor pursuant to to: (i) a Qualified IPO or any Transfer after a Qualified IPO; registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the creation a Go Public Transaction; or (iii) a Change of Encumbrances over the Shares pursuant to the Standard Bank FacilityControl Transaction (as defined in Section 6.5(c)).

Exempt Transfers. Notwithstanding Section 2.2, a Stockholder may make an Exempt Transfer. The following transactions shall constitute “Exempt Transfers” as that term is used in this Agreement: (ai) Notwithstanding anything an inter vivos transfer by a Stockholder to the contrary herein, the foregoing provisions of this Clause 2 shall not apply his or her spouse or lineal descendants; (ii) an inter vivos transfer to a Transfer trust for the benefit of such Stockholder and/or the benefit of one or more of his or her spouse or lineal descendants; (iii) a transfer by will or intestate succession to a Shareholder Stockholder’s spouse or lineal descendants or such Stockholder’s executor, administrator or testamentary trustee for the benefit of all one or part more of such Stockholder’s spouse or lineal descendants; (iv) a transfer from a trust for the benefit of a Stockholder and/or one or more of his or her spouse or lineal descendants to such Stockholder’s spouse and/or lineal descendants; (v) a transfer to any members of the Board of Directors of the Company that are nominees of Compass; (vi) a transfer to any director, officer or employee of The Compass Group International LLC; (vii) a transfer to a Person in which a Compass Affiliate is directly or indirectly the beneficial owner of five percent or more of the equity securities of such Person, (viii) a transfer by Madison to The New York Life Insurance Company or any of its Shares to an Affiliate providedmajority-owned subsidiaries, however, provided that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder Madison shall provide the Company with written notice of such Transfer transfer within sixty (60) days of the transfer, and (ix) a transfer by Allied to each other Shareholder; (2) an Allied Affiliate with the prior written consent of Compass, which consent shall not be unreasonably withheld. The Shares transferred to any such permitted transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease subject to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Agreement and such permitted transferee shall not apply to (i) become a Stockholder for purposes of this Agreement. Every such transferee shall observe and comply with this Agreement and with all obligations and restrictions imposed hereby and shall, at the sale request of Shares pursuant to a Qualified IPO Compass or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityStockholder, execute an Additional Holder Signature Page.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Investors and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) any pledge of Founders’ Shares made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any transfer to the ancestors, descendants or spouse, or to trusts for the benefit of such persons or a Founder; (iii) any bona fide gift; (iv) transfers over the duration of this Agreement that in the aggregate do not exceed five percent (5%) of the aggregate amount of Founders’ Shares held by a Founder as of the date of this Agreement (adjusted for stock splits, dividends, combinations, recapitalizations and the like); or (v) the transfer of 207,000 shares of Common Stock held by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to ▇▇. ▇▇▇▇▇ ▇▇▇▇; provided, however, that (A) the transferring Founder shall inform the Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish to the Company and the Investors a written agreement to be bound by and comply with all the provisions of this Section 3. Such transferred Founders’ Shares shall remain “Founders’ Shares” hereunder, and such pledgee, transferee, or donee shall be treated as a “Founder” for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 3 shall not apply to the sale of any Founders’ Shares (i) to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the SEC under the Securities Act; or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany; or (iii) any transfer by a Founder if prior to such sale the Founder held less than one percent (1%) of the Company’s outstanding shares.

Exempt Transfers. Notwithstanding the foregoing, the notice, first refusal and co-sale rights set forth in Section 5 above shall not apply to, (a) Notwithstanding anything in the case the Stockholder or the Major Holder is an entity, any Transfer to its Affiliate, (b) any Transfer by (i) any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Purchaser or MS Agent, (ii) any Capital World Purchaser, (iii) the Rock Springs Purchaser or (iv) the Wellington Purchaser (each, a “Purchaser Transferor”) on behalf of such Purchaser Transferor, to another fund or account managed, advised or sub-advised by MS Agent (in the case of any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Purchaser or MS Agent), Capital Research and Management Company (in the case of any Capital World Purchaser), Rock Springs Capital Management LP (in the case of the Rock Springs Purchaser) or Wellington (in the case of the Wellington Purchaser) or, in the case of each of the foregoing, to an affiliated investment adviser registered pursuant to the contrary hereinrequirements of the Investment Advisers Act of 1940, the foregoing provisions of this Clause 2 shall not apply as amended, pursuant to a merger or reorganization of such Purchaser Transferor, (c) any Transfer by a Shareholder of all or part of its Shares any Purchaser Transferor to an Affiliate provided, however, that any such Transfer shall be the Company in accordance with each the terms and conditions of the following terms: put option in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Agreement, Capital World Investment Agreement, Rock Springs Investment Agreement or Wellington Investment Agreement, as applicable, and (1d) in the case the Stockholder is a natural person, any Transfer without consideration to a Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such Shareholder persons or the Stockholder, or to any other Person approved by the Board of Directors of the Company; provided, that, in the event of any Transfer made pursuant to such exemption, (A) the Stockholder shall provide written notice inform the Company and the Major Holder, or the Major Holder shall inform the Company, as applicable, of such Transfer or gift prior to each other Shareholder; effecting it and (2B) the transferee to whom the Shareholder is to Transfer the Shares is shall enter into a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the comply with all provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant Agreement, as if it were an original Stockholder hereunder, including without limitation Sections 5, 8 and 9. Capital Stock subject to a Qualified IPO Transfer described in this Agreement shall remain “Capital Stock” hereunder, and such pledgee, transferee or any Transfer after a Qualified IPO; and (ii) donee shall be treated as the creation “Stockholder” for purposes of Encumbrances over the Shares pursuant to the Standard Bank Facilitythis Agreement.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Stockholder shall not apply to (i) any transfer or transfers by the Founder which in the aggregate, over the term of this Agreement, amount to no more than fifteen percent (15%) of the Co-Sale Stock held by the Founder as of the date hereof, (ii) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest to the extent permitted under the Amended and Restated Guaranty Agreement of the Founder dated August 26, 1997, (iii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Founder, or (iv) any bona fide gift; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses 3(a)(ii), (iii) and (iv), (A) the Founder shall inform the Stockholder of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Stockholder with a written agreement to be bound by and comply with all provisions of Section 2. Except with respect to Co-Sale Stock transferred under clause (i) above (which Co-Sale Stock shall no longer by subject to the co-sale rights of the Stockholder), such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated as the "Founder" for purposes of this Agreement. b) Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Co-Sale Stock to the public pursuant to a Qualified IPO or any Transfer after a Qualified IPO; registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility"Securities Act").

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions right of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first offer of the following terms: (1) such Shareholder shall provide written notice Stockholders and co-sale rights of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Investors shall not apply to (i) any transfer or transfers by a Stockholder which in the aggregate, over the term of this Agreement, amount to no more than fifty thousand (50,000) shares of Stockholder Stock held by a Stockholder as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any transfer to the ancestors, descendants or spouse of the Stockholder or to trusts for the benefit of such persons or the Stockholder, (iii) a transfer by a Stockholder which is (A) a partnership to either its partners or former partners in accordance with partnership interests, or to its affiliated entities, (B) a corporation to its shareholders in accordance with their interest in the corporation, or (C) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (iv) any pledge of Stockholder Stock made pursuant to a BONA FIDE loan transaction that creates a mere security interest, or (v) any BONA FIDE gift; PROVIDED that in the event of any transfer made pursuant to one of the exemptions provided by clauses (ii), (iii), (iv) and (v), (A) the Stockholder shall inform the other Stockholders and the Company of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the other Stockholders and the Company with a written agreement to be bound by and comply with all provisions of Section 2. Except with respect to Stockholder Stock transferred under clause (i) above (which Stockholder Stock shall no longer be subject to the right of first refusal and co-sale rights of the Investors), such transferred Stockholder Stock shall remain "STOCKHOLDER STOCK" hereunder, and such pledgee, transferee or donee shall be treated as a "STOCKHOLDER" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Stockholder Stock to the public pursuant to a Qualified IPO or any Transfer after registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "SECURITIES ACT"). (c) This Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from a Qualified IPO; and (ii) the creation of Encumbrances over the Shares Stockholder pursuant to a stock restriction agreement, the Standard Bank FacilityCompany's Bylaws or other agreement between the Company and the Stockholder.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing The provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Section 4.2 shall not apply to (i) the sale any underwritten offering of Shares pursuant to a Qualified IPO an effective registration statement under the Securities Act or any Transfer after a Qualified IPOpublic distribution of Shares pursuant to Rule 144 thereunder (as such rule may be amended from time to time), provided that any such sale complies with the provisions of this Agreement; and or (ii) any Sale by Manheim or its Affiliates to one of their respective Affiliates (except that (A) prior to any such Sale, the creation Affiliate receiving such Shares shall agree in writing for the benefit of Encumbrances over the Shares Company and the Stockholders to be bound by the terms of this Agreement as if such transferee were an original party hereto, and shall execute any additional documentation required pursuant to Section 4.4, and (B) any such Shares shall continue to be subject to this Agreement); provided, however, that Manheim and its Affiliates shall not permit the Standard Bank Facilitycircumvention of Manheim’s and its Affiliates’ obligations under this Section 4.2, including either by permitting a transferee Affiliate to cease to be an Affiliate of Manheim or by permitting further transfers of Shares to another Person that is not (or which ceases to be) an Affiliate of Manheim. Notwithstanding anything to the contrary contained herein, nothing contained herein shall prohibit the Sale of any equity interests in a Special Purpose Entity to any other Person as long as such Special Purpose Entity is Controlled by CEI immediately thereafter or, if prior to such Sale, such Special Purpose Entity holding shares of Common Stock transfers such shares of Common Stock to one or more Affiliates of Manheim.

Exempt Transfers. (a) Notwithstanding the foregoing or anything to the contrary herein, the foregoing provisions of this Clause 2 Sections 2.1 and 2.2 shall not apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each majority of the following terms: disinterested members of the Board of Directors, (1c) such Shareholder shall provide written notice to a pledge of such Transfer to each other Shareholder; (2) Stock that creates a mere security interest in the transferee to whom pledged Transfer Stock, provided that the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, pledgee thereof agrees in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge (d) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during such Person’s lifetime or on death by will or intestacy to such Person’s spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or such Person’s spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any custodian or trustee of any trust, partnership, limited liability company or other corporate entity for the benefit of, or the ownership interests of which are owned wholly by such Key Holder or any such family members, or any other person approved (i) in the case where three (3) or fewer directors are then in office, by unanimous consent of the Board of Directors, (ii) in the case where four (4) or more directors are then in office, by the Board of Directors, or (iii) in either case, by a majority of the disinterested members of the Board of Directors; or (e) to the sale by the Key Holder of up to two percent (2%) of the Transfer Stock held by such Key Holder as of the date that such Key Holder first became party to this Agreement; provided that in the case of clauses (a), (c), (d), or (e) the Key Holder shall deliver prior written notice to the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms hereof and restrictions set forth in this Agreement and such transferee shall, as a condition to such Transfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall thereby become be bound by all the terms and conditions of this Agreement as a Party Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and a Shareholder hereunder provided, further, in the same manner as the Transferring Shareholder and be entitled case of any transfer pursuant to the same rights to the same extent and in the same manner as the Transferring Shareholder; clause (3a) or (d) above, that such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares transfer is made pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitytransaction in which there is no consideration actually paid for such transfer.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Sections 3(a) and 3(b) shall not apply to apply: (i) the sale to sales of up to $2,500,000 of Shares by ▇▇▇▇▇▇▇▇▇ to one or more accredited investors (as defined in Regulation D under the Securities Act) which is completed on or before June 30, 2005; (ii) to any transfer of Allee's Shares to ▇▇▇▇▇▇▇▇▇ as a result of the pledge agreement currently in effect; (iii) in the case of any Member that is an entity, upon a transfer by such Member to its stockholders, members, partners or other equity holders as a distribution in respect of such persons' ownership interests in such Member, (iv) pursuant to a Qualified IPO Public Offering or a Sale of the Company, (v) in the case of any Member that is a natural person, upon a transfer of Shares by such Member, either during his or her lifetime or on death by will or intestacy to his or her siblings, lineal antecedents or descendents, spouse or any Transfer after custodian or trustee for the account of such Member or such Member's siblings, lineal antecedents or descendents, or spouse, or (vi) to a Qualified IPOsale of Shares on a public trading market if there is an established trading market for the Shares; provided, however, notwithstanding any such permitted transfer, such transferred Shares (except in the case of a transfer under clause (v) above) shall remain Company Securities for all purposes hereunder, and such transferee shall be treated as a Member (iibut only with respect to the securities so transferred to the transferee) for all purposes of this Agreement (including the creation obligations of Encumbrances over the a Member with respect to Proposed Transfers of such Shares pursuant to Section 3); and provided, further, in the Standard Bank Facilitycase of any transfer pursuant to clause (iii) or (v) hereof, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing The provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause Section 2 shall not apply to (i) the sale any pledge of Skandalaris Shares made pursuant to a Qualified IPO bona fide loan transaction that creates a mere security interest, or any Transfer after a Qualified IPO; and (ii) any transfer to the creation ancestors, descendants or spouse of Encumbrances over Skandalaris or to trusts for the benefit of such persons; provided that (A) Skandalaris shall inform the Shareholders of such pledge or transfer prior to effecting it and (B) the pledgee or transferee shall furnish the Shareholders with a written agreement to be bound by and that complies with all provisions of Section 2 of this Agreement. The provisions of Section 3 shall not apply to (i) any pledge of Shareholders' Shares made pursuant to a bona fide loan transaction that creates a mere security interest, or (ii) any transfer to a successor, parent, subsidiary, assignee, ancestor, descendant or spouse of the Standard Bank FacilityShareholders or to trusts for the benefit of such persons; provided that (A) the Shareholders shall inform Skandalaris of such pledge or transfer prior to effecting it and (B) the pledgee or transferee shall furnish Skandalaris with a written agreement to be bound by and that complies with all provisions of Section 3 of this Agreement. Such transferred Noble Shares shall remain "Skandalaris Shares" or "Shareholders' Shares," as applicable, under this Agreement, and such pledgee or transferee shall be treated as "Skandalaris" or a "Shareholder," as applicable, for purposes of this Agreement.

Exempt Transfers. 4859-2554-6723 v.3 (ai) Subject to compliance with Section 9.1(e), a Member may, at any time, effect any Transfer in respect of any or all Units held by a Member (x) to a Permitted Transferee of such Member or (y) pursuant to a Public Offering (each, an “Exempt Transfer”), without the consent of the Board or any other Member; provided that in each case, the restrictions contained in this Section 9.1 shall continue to be applicable to subsequent Transfers of Units after the Exempt Transfer. Notwithstanding anything to the contrary hereinin this Section 9.1, no Member shall avoid the foregoing provisions of this Clause 2 shall not apply Agreement by making one or more Transfers to a Transfer by a Shareholder one or more Permitted Transferees and then disposing of all or part any portion of its Shares to an Affiliate provided, however, that any such Transfer shall be Member’s interest in accordance with each of the following terms:such Permitted Transferee. (1ii) such Shareholder shall provide written notice For purposes of such Transfer to each other Shareholder; (2) determining the transferee to whom the Shareholder is to Transfer the Shares is percentage of Units held and Sharing Percentage thresholds of a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to Member in this Agreement, in form the percentage of Units held and substance Sharing Percentage of a Member and any of its Permitted Transferees that remain party to this Agreement to which any Units have been Transferred pursuant to this Section 9.1 shall be treated as held by a single Member and such Permitted Transferees shall act, and be treated, for all purposes of this Agreement jointly and vote as a block with only the rights, and subject to the obligations, of a Member holding such aggregated amount of Units and Sharing Percentage. In connection with a transfer to a Permitted Transferee, a Member shall notify the Company and each other Member of the designated representative that shall act jointly for such Member and its Permitted Transferees. (iii) Upon request of the Board, a Member who is undertaking an Exempt Transfer shall provide evidence, reasonably satisfactory to the CompanyBoard, indicating that such transferee’s agreement Transfer complies with the requirements of this Section 9.1(d), by (A) delivering a certificate, duly executed by an authorized officer of the applicable Member, certifying to the Board that such transaction satisfies the requirements of this Section 9.1(d) and (B) providing such other support as may be bound reasonably requested by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s AffiliatesBoard. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions co-sale rights of this Clause 2 the Purchasers shall not apply to any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the transferring Stockholder or Purchaser or to any transfer by an Purchaser to a Transfer by partner or affiliate of such Purchaser, or a Shareholder retired partner of all such Purchaser who retires after the date hereof; or part to the estate of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each partner or retired partner or the transfer by gift, will or intestate succession of any partner to such partner's spouse or to the following terms: (1) such Shareholder shall provide written notice siblings, lineal descendants or ancestors of such Transfer to each other Shareholder; partner or such partner's spouse; provided that (2A) the transferee to whom transferring Stockholder or Purchaser shall inform the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and Purchasers or the Company (which shall then inform the Purchasers) of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Purchasers with a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions comply with all provisions of Section 4 of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder Agreement. Such transferred Stock shall remain bound by its obligations under this Agreement; and (4) if any "Stock" hereunder, and such transferee Affiliate shall cease to be an Affiliate of such Shareholderpledgee, any Shares held by such transferee shall be promptly retransferred to such Shareholder treated as a "Stockholder" or transferred to another "Purchaser," as applicable, for purposes of such Shareholder’s Affiliatesthis Agreement. (b) Notwithstanding anything to the contrary hereinforegoing, the provisions of this Clause 2 Section 4 shall not apply to the sale of any Stock (i) to the sale of Shares public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Commission under the Securities Act or any Transfer after a Qualified IPO; and (ii) to the creation of Encumbrances over the Shares Company pursuant to the Standard Bank Facilityterms of the Company's repurchase rights set forth in restricted stock purchase agreements with the Stockholders or in connection with the termination of a Stockholder's employment with the Company or (iii) if prior to such sale, the Stockholder held less than one percent (1%) of the Company's outstanding shares. (c) This Section 4 shall in no manner limit the right of the Company to repurchase securities from Stockholders, consultants, employees or directors pursuant to its repurchase rights and first refusal rights set forth in applicable stock purchase agreements.

Exempt Transfers. (a) 3.1 Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal rights of the following terms: (1) such Shareholder shall provide written notice Investors set forth in Section 2.2 and co-sale rights of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, Investors set forth in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Section 2.3 shall not apply to (i) any transfer or transfers by a Founder which in the aggregate, over the term of this Agreement, amount to no more than .05% of the outstanding capital stock, (ii) any transfer without consideration therefor to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Founder, (iii) any transfer or transfers by a Founder to another Founder (the "Transferee-Founder") so long as the Transferee-Founder is, at the time of the transfer, employed by or acting as a consultant or director of the Company, (iv) any pledge of Founder Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (v) any bona fide gift, or (vi) any transfer or transfers in connection with that certain letter agreement dated June 11, 1999, among Rich▇▇▇ ▇▇▇▇▇▇▇, ▇▇e Company, Oak Investment Partners and Sequoia Capital; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (ii), (iii), (iv) and (v), (A) the Founder shall inform the Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Investors with a written agreement to be bound by and comply with all provisions of Section 2. Except with respect to Founder Stock transferred under clauses (i) and (vi) above (which Founder Stock shall no longer be subject to the right of first refusal and co-sale rights of the Investors), such transferred Founder Stock shall remain "Founder Stock" hereunder, and such pledgee, transferee or donee shall be treated as the "Founder" for purposes of this Agreement. 3.2 Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Founder Stock pursuant to a Qualified IPO or any Transfer after a Qualified IPO; registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (ii) the creation of Encumbrances over "Securities Act"). 3.3 This Agreement is subject to and shall in no manner limit the Shares right which the Company may have to repurchase securities from the Founder pursuant to a stock restriction agreement or other agreement between the Standard Bank FacilityCompany and the Founder.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Stockholder shall not apply to (i) any transfer or transfers by the Founder which in the aggregate, over the term of this Agreement, amount to no more than fifteen percent (15%) of the Co-Sale Stock held by the Founder as of the date hereof, (ii) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest to the extent permitted under the Amended and Restated Guaranty Agreement, (iii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Founder, or (iv) any bona fide gift; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses 3(a)(ii), (iii) and (iv), (A) the Founder shall inform the Stockholder of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Stockholder with a written agreement to be bound by and comply with all provisions of Section 2. Except with respect to Co-Sale Stock transferred under clause (i) above (which Co-Sale Stock shall no longer by subject to the co-sale rights of the Stockholder), such transferred Co- Sale Stock shall remain "Co-Sale Stock" CO-SALE AGREEMENT hereunder, and such pledgee, transferee or donee shall be treated as the "Founder" for purposes of this Agreement. b) Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Co-Sale Stock to the public pursuant to a Qualified IPO or any Transfer after a Qualified IPO; registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility"Securities Act").

Exempt Transfers. (ai) Notwithstanding anything to the contrary hereinin this Agreement, the foregoing provisions of this Clause 2 Section 6.1 and Section 6.2 shall not apply (A) to a the Transfer by a Shareholder Stockholder of all or part any portion of its Shares to any Affiliate of such Stockholder, (B) to the Transfer by an Affiliate providedAHG Stockholder of all or any portion of its Shares to any equityholder of such AHG Stockholder, however(C) to a repurchase of Shares from a Stockholder by the Corporation at a price no greater than that originally paid by such Stockholder for such Shares and pursuant to an agreement containing vesting or repurchase provisions approved by the Board or (D) in the case of a Stockholder that is a natural person, that upon a Transfer of Shares by such Stockholder made for bona fide estate planning purposes, either during such Person’s lifetime or on death by will or intestacy to such Person’s Family Members or any custodian or trustee of any trust, partnership, limited liability company or other corporate entity for the benefit of, or the ownership interests of which are owned wholly by such Stockholder or any such Transfer Family Members; provided that in the case of clause(s) (A) or (C), such Stockholder shall be in accordance with each of the following terms: (1) such Shareholder shall provide deliver written notice to the Corporation and the Major Stockholders of such gift or Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the and such Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory at all times remain subject to the Companyterms and restrictions set forth in this Agreement and such transferee shall, indicating as a condition to such transferee’s agreement to Transfer, deliver a Joinder Agreement such that such transferee shall be bound by the terms hereof and shall thereby become bound by all the terms and conditions of this Agreement as a Party Agreement; and a Shareholder hereunder provided, further, in the same manner as the Transferring Shareholder and be entitled case of any transfer pursuant to the same rights clause (C), that such Transfer is made pursuant to the same extent and a transaction in the same manner as the Transferring Shareholder; (3) which there is no consideration actually paid for such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s AffiliatesTransfer. (bii) Notwithstanding anything to the contrary hereinin this Agreement, the provisions of this Clause 2 Section 6.2 shall not apply to (i) the sale Transfer of Shares pursuant by any Selling Stockholder and its Affiliates (other than Cupar and its Affiliates) that would otherwise be subject to a Qualified IPO Section 6.2 within any ninety (90) consecutive day period in an aggregate amount of less than four percent (4%) of the Outstanding Shares as of such time of determination; provided, however, that if the number of Shares to be Transferred by such Selling Stockholder, after giving effect to any proposed Transfer and taken together with the aggregate number of Shares previously Transferred by such Selling Stockholder and its Affiliates in reliance on the exemption provided by this Section 6.4(a)(ii) within the trailing twelve (12) month period would exceed eight percent (8%) of the Outstanding Shares as of such time of determination (any such transaction or series of transactions, an “Excess 8% Transaction”), any and all Shares to be Transferred by such Selling Stockholder in such Excess 8% Transaction shall be subject to the provisions of Section 6.2; provided, further, that, for the avoidance of doubt, any Transfer after a Qualified IPO; of Shares prior to such Excess 8% Transaction and within the trailing twelve (ii12) the creation of Encumbrances over the Shares pursuant month period shall not be subject to the Standard Bank Facilityprovisions of Section 6.2. For the avoidance of doubt, the exemption provided by this Section 6.4(a)(ii) shall not apply to the Transfer of any Shares by Cupar or its Affiliates.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall Sections 5(a) and (c) not apply to apply: (i) in the sale case of a holder of Investor Shares or Other Shares that is an entity, upon a transfer by such holder to Affiliates, (ii) to a repurchase of Other Shares from an Other Stockholder by the Company at a price no greater than that originally paid by such Other Stockholder for such Other Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by the Board, (iii) in the case of an Other Stockholder that is a natural person, upon a transfer of Transfer Stock by such Other Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy, to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Other Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “Family Members”), or any other relative approved by the Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Other Stockholder or any such Family Members, (iv) in the case of a holder of Investor Shares, upon a transfer by such holder to another Investor or an Affiliate of such other Investor or (v) upon a Proposed Transfer approved by Holdings; provided that in the case of clauses (i), (iii), (iv), and (v), such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as an Investor or Other Stockholder, as applicable, including the obligations with respect to Proposed Transfers of such Transfer Stock; and provided, further, in the case of any transfer pursuant to clause (iii) above, that such transfer is made pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitytransaction in which there is no consideration actually paid for such transfer.

Exempt Transfers. (a) Notwithstanding anything Subject to the contrary hereinSection 4.7 hereof, the foregoing provisions right of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Preferred Holders and the Company a deed co-sale right of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Co-Sale Holders shall not apply to (ia) any Transfer of the sale of Restricted Shares to the Company pursuant to a Qualified IPO repurchase right or right of first refusal held by the Company pursuant to the Restricted Share Agreement (as defined in the Purchase Agreements); (b) any Transfer after to the Key Holders from holders of Ordinary Shares issued pursuant to the ESOP; (c) any Transfer of the Restricted Shares to the parents, children or spouse of the Selling Shareholders, a Qualified IPOcompany wholly owned by or trusts for the benefit of such persons or the Selling Shareholders solely for bona fide estate planning purposes; and (d) any Transfer by ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇▇▇▇ or their respective Founder Holdcos of no more than 8,340,723 Ordinary Shares of the Company in the aggregate (as adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions) to any third party (the foregoing transferees referred to in items (a) to (d) of this Section 4.6, the “Permitted Transferees”, and each, a “Permitted Transferee”); provided that (i) such Transfer is effected in compliance with all applicable laws; (ii) the creation of Encumbrances over the Shares pursuant adequate documentation therefor is provided to the Standard Bank FacilityPreferred Holders to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant Selling Shareholder; and (iii) as to the transactions listed in clause (c) above, such Selling Shareholder shall remain liable for any breach by such Permitted Transferee of any provision hereunder.

Exempt Transfers. Notwithstanding the foregoing, the notice, first refusal rights of the Company set forth in Section 2.6 above shall not apply to: (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer Any transfer or transfers by a Shareholder of all Holder to its members, former members, partners, former partners or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholderstockholders; (2b) Any transfer to (i) the transferee Holder’s immediate family, (ii) any custodian or trustee for the account or benefit of such Holder or such Holder’s immediate family, (iii) any limited partnership or limited liability company of which the Holder, members of such Holder’s immediate family, or any trust for the account or benefit of such Holder or such Holder’s immediate family (a “family trust”) will be will be the general of limited partner(s) of such partnership or the members of such limited liability company, provided that such partnership or limited liability company, as applicable, is controlled by such Holder, such Holder’s immediate family or a family trust of such Holder or (iv) any entity that is controlled by, controls or is under common control with the Holder, members of such Holder’s immediate family or any trust for the account or benefit of such Holder or such Holder’s immediate family. “Immediate family” as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the Holder making such transfer, and “control” (including, with correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of the power to whom direct or cause the Shareholder is direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); or (c) Any bona fide gift; provided that in the event of any transfer made pursuant to Transfer one of the Shares is a Non-Competing Person and exemptions provided by clauses (a), (b), or (c), (i) the Holder shall execute and deliver give written notice to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory prior to the Companyclosing of such transfer, indicating which notice shall state under which clause of Section 2.7 the transfer is being made, and (ii) as a condition to the effectiveness of such transferee’s transfer, the transferee or donee shall enter into a written agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the comply with all provisions of this Clause 2 Agreement, as if it were an original Holder hereunder. Such transferee or donee shall not apply to (i) be treated as the sale “Holder” for purposes of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facilitythis Agreement.

Exempt Transfers. (ai) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions co-sale rights of this Clause 2 the Major Investors set forth in Section 5 shall not apply to a Transfer (a) any transfer or transfers by a Shareholder Major Investor of securities having a value (x) in the case of any individual Major Investor, of $200,000 or less as such transfers are aggregated in any one (1) year period and (y) in the case of all Major Investors, of $500,000 or part less as such transfers are aggregated in any one (1) year period, (b) any transfers for no value of its Shares Equity Securities of the Company by a Major Investor to an Affiliate a Major Investor’s partners, spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, adopted child, grandchild or adopted grandchild of such Major Investor, or to a trust or trusts for the exclusive benefit of such Major Investor or those members of such Major Investor’s family specified in this Section 5.5(d)(i) or transfers of Equity Securities of the Company by a Major Investor by devise or descent; provided, however, that, in all cases, the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was such Major Investor, (c) any bona fide gift effected for tax planning purposes, provided, however, that the pledgee, transferee or donee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was the Major Investor, or, (d) any bona fide pledge made pursuant to a bona fide loan transaction that creates a mere security interest, if the pledgee executes a counterpart copy of this Agreement and becomes bound thereby as a Major Investor in the event that and to the extent that such Transfer shall be pledgee ever acquires ownership of such shares, provided, however, that in accordance with each the event of any transfer made pursuant to one of the following terms: exemptions provided by the clauses above, (1) such Shareholder the Major Investor shall provide written notice inform the other Major Investors of such Transfer pledge, transfer or gift prior to each other Shareholder; effecting it and (2) the pledgee, transferee to whom the Shareholder is to Transfer the Shares is or donee shall enter into a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions comply with all provisions of this Agreement as a Party if were an original “Major Investor” hereunder, including without limitation Section 2. Except with respect to Equity Securities of the Company transferred under clause (a) above (which Equity Securities of the Company shall no longer be subject to the Co-Sale rights of the Major Investors), such transferred Shares shall remain “Shares” hereunder (to the extent such Equity Securities were Shares), and a Shareholder hereunder such pledgee, transferee or donee shall be treated as the “Major Investor” for purposes of this Agreement. Notwithstanding the foregoing, any Equity Securities of the Company transferred pursuant to clause (a) above shall remain subject to any right of first refusal in favor of the Company set forth in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and Company’s Bylaws or in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliatesstock purchase agreement. (bii) Notwithstanding anything If a Major Investor plans to make any of the above excepted transfers, then, prior to transferring its Equity Securities of the Company, such Major Investor shall deliver to the contrary hereinCompany a written notice stating: (i) such Major Investor’s bona fide intention to make an excepted transfer such Equity Securities; (ii) the name, address and phone number of each proposed transferee; (iii) the aggregate number of Equity Securities of the Company to be transferred to each proposed transferee; and (iv) the section in this agreement upon which such Major Investor is relying in making an excepted transfer. Notwithstanding the foregoing, the provisions of this Clause 2 Section 5 shall not apply to (i) the sale of any Shares to the public pursuant to a Qualified IPO or any Transfer after a Qualified IPO; registration statement filed with, and (ii) declared effective by, the creation of Encumbrances over Securities and Exchange Commission under the Shares pursuant to the Standard Bank FacilitySecurities Act.

Exempt Transfers. (a) Notwithstanding the foregoing or anything to the contrary herein, the foregoing provisions of this Clause 2 Section 4.8 shall not apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a Shareholder majority of the Board, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or part any other relative approved by unanimous consent of its Shares to an Affiliate providedthe Board, howeveror any custodian or trustee of any trust, that partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Key Holder or any such Transfer family members; provided that in the case of clause(s) (a) or (c), the Key Holder shall be in accordance with each of the following terms: (1) such Shareholder shall provide deliver prior written notice to the Major Purchasers of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to each other Shareholder; (2) the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to whom the Shareholder is to Transfer the Shares is such issuance, deliver a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence counterpart signature page to this Agreement, in form and substance reasonably satisfactory to the Company, indicating Agreement as confirmation that such transferee’s agreement to transferee shall be bound by the terms hereof and shall thereby become bound by all the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled Key Holder (but only with respect to the same rights securities so transferred to the same extent and in transferee), including the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease of a Key Holder with respect to be an Affiliate Proposed Key Holder Transfers of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares Transfer Stock pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilitySection 4.8.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinin Section 4.1, a Restricted Shareholder may Transfer its Company Securities (and the foregoing provisions rights of this Clause 2 the Company and the Preferred Holders contained in Sections 4.2, 4.3, 4.4, 4.5 and 4.7 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that apply) in any such Transfer shall be in accordance with each of the following terms: circumstances (1the transferee in each such circumstance, a “Permitted Transferee”): (a) any repurchases by the Company of Company Securities at below cost from former employees, officers, directors, consultants or other persons who performed services for any Group Company, upon termination of such services, as permitted by the terms of their engagement by such Group Company approved by the Board; (b) any purchase by the Founder of Company Securities owned either directly or indirectly by a Co-Founder; or (c) any transfer approved by the Board in good faith to the parents, children or spouse of a Restricted Shareholder, or to trusts for the benefit of such Persons, for bona fide estate planning purposes. In the case of any transfer by a Restricted Shareholder of Company Securities to a Permitted Transferee, (i) the Restricted Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance documentation reasonably satisfactory to the CompanyCompany and Series B Holders representing at least a majority in voting power of the Series B Preferred Shares evidencing the bona fide nature of such transaction, indicating such transferee’s agreement (ii) the Permitted Transferee shall execute a Deed of Adherence, in the form of Exhibit C hereto, agreeing to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party in place of the Restricted Shareholder, and a Shareholder hereunder in (iii) with respect to any transfer pursuant to clause (c) of the same manner as preceding sentence, the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Restricted Shareholder shall remain bound by its obligations under this Agreement; and (4) if liable for any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held breach by such transferee shall be promptly retransferred to such Shareholder or transferred to another Permitted Transferee of such Shareholder’s Affiliatesany provision hereunder. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility.

Exempt Transfers. (a) Notwithstanding anything to the contrary herein, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary hereinforegoing, the provisions of this Clause Section 2 shall not apply to (i) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of a Transferring Stockholder; or (ii) any bona fide gift by an Investor; provided that (A) the Transferring Stockholder shall inform the Investors of such transfer or gift prior to effecting it and (B) the transferee or donee shall furnish the Investors with a written agreement to be bound by and comply with all provisions of this Agreement, the Investors' Rights Agreement and the Stock Purchase Agreement. Such transferred Co-Sale Shares shall remain "Co-Sale Shares" hereunder and such transferee or donee shall be treated as a "Transferring Stockholder" and as an "Investor". In addition, notwithstanding the foregoing, the provisions of Section 2.2 shall not apply to any transfers from an Investor to a partner, active or retired of an Investor, the estate of any such partner or a parent or subsidiary corporation of an Investor, or a corporation which has the same parent corporation as an Investor provided that such Investor notifies the other Stockholders prior to effecting the transfer and the transferee shall furnish the Stockholders with a written agreement to be bound by and comply with all provisions of this Agreement, the Investors' Rights Agreement and the Stock Purchase Agreement. Such transferred shares shall remain "Co-Sale Shares" hereunder and such transferee (a "Permitted Transferee") shall be treated as an additional "Transferring Stockholder" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 2 of this Agreement shall not apply to the sale of any Co-Sale Shares (i) to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") or any Transfer after a Qualified IPO; and (ii) to the creation Company on termination of Encumbrances over the Shares employment of a Transferring Stockholder pursuant to the Standard Bank Facilityterms of any agreement between that Transferring Stockholder and the Company or as otherwise approved by the Board of Directors of the Company.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Shareholders shall not apply to (i) any pledge of Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any transfer of Stock by a Shareholder to an affiliate of that Shareholder, where "affiliate" refers to any person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the Shareholder, (iii) any transfer of Stock pursuant to those certain Stock Transfer Agreements between The Scripps Research Institute and each of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, each dated the date hereof, attached hereto as Exhibit A (iv) any transfer of Stock in connection with the sale of Shares all or substantially all of the assets or Stock of the Company, by merger, sale of assets or otherwise, (v) any transfer to the ancestors, descendants or spouse of the Shareholder or to trusts for the benefit of such persons or (vi) any bona fide gift; provided that, in any such case, (A) the transferring Shareholder shall inform the other Shareholders of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the other Shareholders with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred Stock shall remain "Stock" hereunder, and such pledgee, transferee or donee shall be treated as a "Shareholder" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Sections 2 shall not apply to the sale of any Stock (i) to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany.

Exempt Transfers. (a) 3.1 Notwithstanding anything to the contrary hereinforegoing, the foregoing first refusal and co-sale rights of the Company and/or the Investors set forth in Section 2 above shall not apply to any transfer without consideration to (i) the Key Employee’s spouse, children, parents or siblings (collectively, “Family Members”), (ii) any trust or for estate planning purposes solely for the benefit of such Key Employee and/or Family Member(s) and of which such Key Employee and/or any such Family Member(s) is the trustee or are the trustees, and (iii) any partnership, corporation or limited liability company that is wholly owned and controlled by such Key Employee and/or any such Family Member(s), provided that (A) the Key Employee shall inform the Investors of such transfer prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Clause Agreement, as if it were an original Key Employee hereunder, including without limitation Section 2. Such transferred Key Employee Stock shall remain “Key Employee Stock” hereunder, and such transferee shall be treated as the “Key Employee” for purposes of this Agreement. 3.2 Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of any Key Employee Stock to the public pursuant to a Transfer by a Shareholder registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of all or part of its Shares to an Affiliate provided1933, howeveras amended (the “Securities Act”). 3.3 This Agreement is subject to, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and in no manner limit the right which the Company a deed of adherence may have to this Agreement, in form and substance reasonably satisfactory to repurchase securities from the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply Key Employee pursuant to (i) a stock restriction agreement or other agreement between the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; Company and the Key Employee and (ii) any right of first refusal set forth in any agreement between the creation Company and the Key Employees regarding the repurchase of Encumbrances over Common Stock of the Shares pursuant to the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions co-sale rights of this Clause 2 the Series C Purchasers shall not apply to a Transfer by a Shareholder of all any transfer to the ancestors, descendants or part of its Shares spouse or to an Affiliate provided, however, that any such Transfer shall be in accordance with each of trusts for the following terms: (1) such Shareholder shall provide written notice benefit of such Transfer to each other Shareholder; persons or the transferring Founder; provided that (2A) the transferee to whom transferring Founder shall inform the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and Series C Purchasers or the Company (which shall then inform the Series C Purchasers) of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Series C Purchasers with a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions comply with all provisions of Section 4 of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder Agreement. Such transferred Stock shall remain bound by its obligations under this Agreement; and (4) if any "Stock" hereunder, and such transferee Affiliate shall cease to be an Affiliate of such Shareholderpledgee, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another treated as a "Founder" for purposes of such Shareholder’s Affiliatesthis Agreement. (b) Notwithstanding anything to the contrary hereinforegoing, the provisions of this Clause 2 Section 4 shall not apply to the sale of any Stock (i) to the sale of Shares public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Commission under the 1933 Act or any Transfer after a Qualified IPO; and (ii) to the creation of Encumbrances over the Shares Company pursuant to the Standard Bank Facilityterms of the Company's right of first refusal, right to purchase on involuntary transfer or repurchase rights set forth in stock purchase agreements with the Founders or in connection with the termination of a Founder's employment with the Company or (iii) if prior to such sale, the Founder held less than one percent (1%) of the Company's outstanding shares. (c) This Section 4 shall in no manner limit the right of the Company to repurchase securities from Founders, consultants, employees or directors pursuant to its repurchase rights and first refusal rights and rights to purchase upon involuntary transfers set forth in applicable stock purchase agreements.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions co-sale rights of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person SUIT and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 TCW shall not apply to (i) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest, (ii) any transfer to the ancestors, descendants or spouse of Peak or to trusts for the benefit of such persons, (iii) any transfer or transfers by Peak to John ▇▇▇▇▇▇▇ ▇▇ long as such transfer is made in connection with Jurrius' appointment to the Company's Board of Directors, not to exceed 1,000,000 shares, or (iv) any bona fide gift of not more than Peak's holdings of the Company's securities on the date hereof; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii) and (iv), (A) Peak shall inform SUIT and TCW of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish SUIT and TCW with a written agreement to be bound by and comply with all provisions of Section 2. Except with respect to Co-Sale Stock transferred under clause (iii) above (which Co-Sale Stock shall no longer be subject to the co-sale rights of SUIT and TCW), such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated similarly with Peak for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 2 shall apply to the sale of Shares any Co-Sale Stock to (i) the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer Investors pursuant to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person Sections 3.1 and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 3.2 above shall not apply to (i) any transfer or transfers by a Key Stockholder which, in the aggregate, over the term of this Agreement, amount to no more than ten percent (10%) of the shares of Key Stockholder Stock held by a Key Stockholder as of the date hereof, (ii) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest, (iii) any transfer to the ancestors, descendants or spouse of the Key Stockholders or Investors or to trusts for the benefit of such persons, the Key Stockholder or an Investor, (iv) any transfer or transfers by a Key Stockholder to another Key Stockholder (the "Transferee-Key Stockholder"), so long as the Transferee-Key Stockholder is, at the time of the transfer, employed by or acting as a consultant or director of the Company or any transfer by an Investor to another Investor, (v) any transfer or transfers to any Affiliate of an Investor, or (vi) any bona fide gift; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (ii), (iii), (iv), (v) and (vi), (A) the Key Stockholder or Investor, as applicable, shall inform the Company and the Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee, prior to the completion of the pledge, transfer, gift or assignment, shall have executed documents assuming the obligations of the Key Stockholder or Investor under this Agreement with respect to the Key Stockholder Stock or Investor Stock pledged, transferred, given or assigned to such person. Except with respect to Key Stockholder Stock transferred under clause (i) above (which Stock shall no longer be subject to the co-sale rights of the Investors), such transferred Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated as the "Key Stockholder" or "Investor," as applicable, for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Sections 3.1 and 3.2 shall not apply to the sale of Shares any Co-Sale Stock to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). (c) This Agreement is subject to, and shall in no manner limit the right that the Company may have to repurchase securities from the Key Stockholders or any Transfer after Investor pursuant to (i) a Qualified IPO; stock restriction agreement or other agreement between the Company and the Key Stockholder or such Investor and (ii) any right of first refusal set forth in the creation Bylaws of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions right of this Clause 2 first refusal of the Company and, except with respect to clause (v) (which shall not apply to a Transfer by a Shareholder the co-sale right), the co-sale right of all or part of its Shares the Investors and Common Holders set forth in Section 4 above shall not apply to: (i) any transfer to an Affiliate providedInvestor’s ancestors, howeverdescendants, siblings or spouse, or a trust or family limited partnership for the benefit of such persons or the Investor; (ii) any pledge of shares made pursuant to a bona fide loan transaction that creates a mere security interest; (iii) any such bona fide gift to a charitable or tax-exempt organization; (iv) any Transfer shall be in accordance with each approved by the Investors holding at least a majority-in-interest of the following terms: capital stock then held by the Investors; (1v) any transfer to another Investor or affiliate of an Investor or (vi) any repurchase of shares by the Company pursuant to agreements under which the Company has the option to repurchase such Shareholder shares upon the occurrence of certain events, such as termination of employment, or in connection with the exercise by the Company of any rights of first refusal; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii), (iii), (iv), (v) above, (A) the Investor shall provide written notice inform the Company of such Transfer pledge, transfer or gift prior to each other Shareholder; effecting it, and (2B) the pledgee, transferee to whom the Shareholder is to Transfer the Shares is or donee shall enter into a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the comply with all provisions of this Clause 2 shall not apply Agreement, as if it were an original Investor hereunder. Any Shares transferred pursuant to one of the exemptions provided by clauses (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and ), (ii), (iii), (iv) above or (v) above shall remain “shares” hereunder, and such pledgee, transferee or donee shall be treated as the creation “Investor” for purposes of Encumbrances over the Shares pursuant to the Standard Bank Facilitythis Agreement.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person Purchasers and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Covalent Partners shall not apply to (i) any transfer or transfers which, in the aggregate, over the term of this Agreement, amount to not more than twenty percent (20%) of the shares of Co-Sale Stock held by such transferring stockholder as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any transfer to a stockholder partner or member of, or any entity that controls, is controlled by or under common control with, Covalent Partners or a Purchaser, (iii) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction that creates a mere security interest, or (iv) any bona fide gift; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (ii), (iii) and (iv), (A) Covalent Partners or the Purchaser shall inform the party 1. holding the co-sale rights of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Purchasers or Covalent Partners, as applicable, with a written agreement to be bound by and comply with all provisions of this Agreement. Except with respect to Co-Sale Stock transferred under clause (i) above (which Co-Sale Stock shall no longer be subject to the co-sale rights), such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated as a "Purchaser" or "Covalent Partners", as applicable, for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 3 and Section 5 shall not apply to the sale of Shares any Co-Sale Stock to the public pursuant to a Qualified IPO or any Transfer after a Qualified IPO; registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility"Securities Act").

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions Co-Sale Rights of this Clause 2 the Investors shall not apply to a Transfer any sale of Stock by a Shareholder the Original Shareholders which, together with all other sales of all Stock hereafter by the Original Shareholders, constitute 1,347,429 or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each less of the following terms: (1) such Shareholder shall provide written notice aggregate number of such Transfer to each other Shareholder; (2) shares of Common Stock held by the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Original Shareholders, and the Company a deed Rights of adherence to this Agreement, in form First Refusal and substance reasonably satisfactory to Co-Sale Rights of the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Investors shall not apply to (i) any pledge of Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any transfer to the ancestors, descendants or spouse or to mists for the benefit of such persons or an Original Shareholder, (iii) any bona fide gift; provided that: (A) the transferring Original Shareholder shall inform the Investor of such pledge, transfer or gift prior to effecting it, and obtain the consent of each of the Investors (not to be unreasonably withheld); and (B) the pledgee, transferee or donee shall furnish each of the Investors with a written agreement to be bound by and comply with all provisions of Sections 2 and 3. Such written agreement shall be in form and substance satisfactory to the Investors in their sole discretion. The transferred Stock shall remain "Stock" hereunder, and such pledgee, transferee or donee shall be treated as an "Original Shareholder" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Sections 2 and 3 shall not apply to the sale of Shares any Stock to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), or any Transfer after a Qualified IPO; and (ii) the creation acquisition of Encumbrances over the Shares pursuant to Company by another entity by means of merger or consolidation resulting in the Standard Bank Facilityexchange of the outstanding shares of the Company's capital stock for securities or consideration issued by the acquiring company, in which exchange all shareholders of the Company may participate.

Exempt Transfers. (a) 3.1 Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause first refusal and co-sale rights set forth in Section 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 above shall not apply to (i) any transfer or transfers by a Key Holder which in the aggregate, over the term of this Agreement, including any amendments hereto, amount to no more than five percent (5%) of the shares of Key Holder Stock held by a Key Holder as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any transfer without consideration to the Key Holder’s ancestors, descendants, spouse, Affiliates or to trusts for the benefit of such persons or the Key Holder, (iii) any transfer or transfers by a Key Holder to another Key Holder (the “Transferee-Key Holder”) so long as the Transferee-Key Holder is, at the time of the transfer, employed by or acting as a consultant or director of the Company, and (iv) all future transfers of shares that were transferred pursuant to a tender offer in which KPCB Holdings, Inc. acquired certain shares of Key Holder Stock; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii), (iii), or (iv), (A) the Key Holder, other than in connection with any transfers of Key Holder Stock made in connection with the Tender Offer, shall inform the Investors of such transfer prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Key Holder hereunder, including without limitation Section 2. Such transferred Key Holder Stock shall remain “Key Holder Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Key Holder” for purposes of this Agreement, except that such transferee may not transfer shares pursuant to Section 3.1(i) hereof. 3.2 Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Key Holder Stock to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). 3.3 Subject to the Foundation Rights, the USV Rights and the KPCB Rights and the obligations described in Section 3.4 below, this Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Key Holder pursuant to (i) a stock restriction agreement or any Transfer after a Qualified IPO; other agreement between the Company and the Key Holder and (ii) any right of first refusal set forth in the creation Bylaws of Encumbrances over the Shares Company. 3.4 In the event the Company may exercise any right of first refusal or repurchase right (other than rights to repurchase Common Stock from employees, officers, directors, consultants or other persons performing services for the Company at cost upon the occurrence of certain events, such as the termination of employment or service) with respect to any of the Company’s outstanding capital stock by contract or otherwise (in each case, a “Company Repurchase Option”), the Company shall, to the extent it may do so pursuant to such instrument, assign such Company Repurchase Option to Foundation, USV and/or KPCB to the extent necessary to permit Foundation, USV and/or KPCB and their respective Affiliates to attain the Foundation 15% Termination Threshold, USV 12% Termination Threshold or the KPCB 9% Termination Threshold, as applicable, subject to the following provisions: (a) Upon the occurrence of each event giving rise to a Company Repurchase Option, the Company shall give Foundation, USV and KPCB written notice (the “Company Repurchase Option Notice”) of the occurrence of such event, describing the number of shares of capital stock subject to such Company Repurchase Option, the price and the general terms upon which the Company may elect to repurchase such shares of capital stock. Foundation, USV and KPCB shall each have fifteen (15) days after any such Company Repurchase Option Notice is mailed or delivered to it to elect to purchase that portion of the shares of capital stock described in the Company Repurchase Option Notice as it would be entitled to purchase were the repurchase of such shares subject to Section 2.2 hereof, for the price and upon the terms specified in the Company Repurchase Option Notice, by giving written notice to the Company. (b) If Foundation, USV or KPCB gives the Company written notice that it desires to purchase a portion of such shares within such fifteen (15) day period, then the Company shall take such actions as may be necessary to assign all or any portion (as necessary to accommodate Foundation’s, USV’s and/or KPCB’s election and facilitate the transaction, including any by provision of any necessary Company consents, stock transfers, waivers or other such accommodations) of the Company Repurchase Option to Foundation, USV and/or KPCB. Any shares purchased by Foundation, USV and/or KPCB pursuant to the Standard Bank Facilityassignment of the Company’s Repurchase Option will not be cancelled on the books and records of the Company and will be promptly transferred and, if necessary, issued by the Company (or its transfer agent) upon the Company’s receipt of notice of the closing of the purchase and sale of the shares by Foundation, USV and/or KPCB. (c) If either Foundation, USV or KPCB fails to purchase all or any portion of such shares within fifteen (15) days following the Company’s assignment of the Company Repurchase Option to it, then the assignment of the Company Repurchase Option shall automatically lapse and the Company may repurchase that portion of the shares of capital stock that Foundation, USV or KPCB failed to purchase by exercising the option set forth in this Section 3.4. (d) The Company’s obligation under this Section 3.4 (i) as to Foundation, shall terminate immediately upon Foundation collectively first attaining the Foundation 15% Termination Threshold, (ii) as to USV, shall terminate immediately upon USV collectively first attaining the USV 12% Termination Threshold and (iii) as to KPCB, shall terminate immediately upon KPCB attaining the KPCB 9% Termination Threshold. The provisions of this Section 3.4 shall not be applicable to any public offering of the securities of the Company.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Holders shall not apply to (i) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest, (ii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Stockholder, (iii) any transfer or transfers by a Stockholder to another Stockholder, or (iv) any bona fide gift; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii) and (iii) and (iv), (A) the Stockholder shall inform the Holders of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Holders with a written agreement to be bound by and comply with all provisions of Section 2. Such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated as the "Stockholder" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Co-Sale Stock (x) to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "SECURITIES ACT") or any Transfer after a Qualified IPO; and (iiy) the creation of Encumbrances over the Shares pursuant to Rule 144 of the Standard Bank FacilitySecurities Act. (c) This Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Stockholder pursuant to a stock restriction agreement or other agreement between the Company and the Stockholder.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinin Section 2.2, the foregoing provisions a Restricted Stockholder (other than any Restricted Stockholder who received Shares from another Restricted Stockholder pursuant to a transfer of such Shares that was in violation of this Clause 2 Agreement) may, upon prior written notice to the Majority Stockholder, make an Exempt Transfer. The following transfers by such Restricted Stockholder shall not apply constitute “Exempt Transfers” as that term is used in this Agreement: (i) Transfers, whether inter vivos or by testate or intestate succession, to such Restricted Stockholder’s spouse or any one or more lineal ancestors, lineal descendants or siblings (whether by birth, adoption or marriage) of a Transfer Restricted Stockholder (collectively, “Family Members”), to any trust established for the benefit of such Restricted Stockholder and/or any Family Members of such Restricted Stockholder (each, a “Permitted Trust Holder”) and (ii) Transfers from any Permitted Trust Holder established by a Shareholder or for the benefit of all or part such Restricted Stockholder to such Restricted Stockholder and/or the Family Members of its such Restricted Stockholder. The Shares Transferred to an Affiliate provided, however, that any such Transfer shall be permitted transferee enumerated in accordance with each clauses (i) and (ii) of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder preceding sentence shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease subject to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Agreement and such permitted transferee shall not apply become a Restricted Stockholder for purposes of this Agreement. Each transferor in an Exempt Transfer shall cause each transferee to (i) observe and comply with this Agreement and with all obligations and restrictions imposed hereby and to, promptly upon the sale request of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityMajority Stockholder, execute an Additional Holder Signature Page.

Exempt Transfers. (ai) Notwithstanding anything Subject to the contrary hereinprovisions in Section 3(b)(ii), the foregoing provisions of restrictions set forth in this Clause 2 Section 3 shall not apply to a any Transfer by a Shareholder of all or part of its Shares Stockholder with respect to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms:Transfers (each an “Exempt Transfer”): (1A) any Transfer of Stockholder Shares by a Stockholder who is not a natural person to such Shareholder shall provide written notice Stockholder’s Affiliates, and in the case of MDCP, the Quadrangle Investors, any Transfer which constitutes an in-kind distribution to its partners (and, in connection with or following any such Transfer distribution, an in-kind distribution by the general partner of MDCP or any of the Quadrangle Investors to each other Shareholderits partners); (2B) in the transferee to whom the Shareholder is to Transfer the Shares case of a Stockholder who is a Non-Competing Person natural person, any Transfer by will or pursuant to the applicable laws of descent and shall execute distribution and deliver any Transfer to each other Shareholder or among such Stockholder’s Affiliates, and members of such holder’s Family Group or such Family Group member’s Affiliates; (C) any Transfer of Stockholder Shares in connection with an Approved Sale; (D) any Transfer by the Executives of their Stockholder Shares to the Company or any of its Subsidiaries; (E) any Transfer by the Company to an Executive pursuant to Section 9 hereunder; or (F) any Transfer of Stockholder Shares pursuant to a deed of adherence to this Agreement, in form and substance reasonably satisfactory registered securities distribution or sales transaction pursuant to the Companyterms of the Registration Agreement. (ii) A transferee of Stockholder Shares pursuant to a Transfer described in Sections 3(b)(i)(A) and (B) above is referred to herein as a “Permitted Transferee.” The restrictions contained in Section 3(a) shall continue to be applicable to the Stockholder Shares after any Transfer pursuant to Sections 3(b)(i)(A), indicating (B) and (E), and such transferee’s agreement transferees of such Stockholder Shares shall agree in writing to be bound by the terms hereof and shall thereby become bound by the terms and conditions provisions of this Agreement as a Party and a Shareholder hereunder in affecting the same manner as Stockholder Shares so transferred. Notwithstanding the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder foregoing, no party hereto shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, avoid the provisions of this Clause 2 shall not apply Agreement by making one or more Transfers to (i) the sale one or more Permitted Transferees and then disposing of Shares pursuant to a Qualified IPO all or any Transfer after a Qualified IPO; and (ii) the creation portion of Encumbrances over the Shares pursuant such party’s interest in any such Permitted Transferee. Notwithstanding anything herein to the Standard Bank Facilitycontrary, in no event shall any Stockholder Shares be pledged unless otherwise approved in writing by MDCP and the M▇▇▇▇▇▇▇ Investors.

Exempt Transfers. Notwithstanding the foregoing, the Right of First Refusal, Right of Second Refusal and the Co-Sale Right shall not apply to: (a) Notwithstanding anything any transfer of Shares to the contrary hereinspouse, parent, children or sibling of the foregoing provisions Transferring Founder, or to trusts for the benefit of this Clause 2 shall not apply such persons or the Transferring Founder; (b) any transfer to a Transfer by a Shareholder of all another Founder or part of its Shares to an Affiliate of a Founder (including, without limitation, any current or former shareholder, member or partner of a Founder); (c) any sale to the public pursuant to an effective Registration Statement; (d) any bona fide gift to any charitable organization as defined in Section 501(c)(3) of the Internal Revenue Code (or similar foreign statute or regulation), (e) up to a cumulative aggregate over the term of this Agreement of seven and one-half percent (7.5%) of the shares held by a Transferring Founder after the sale of Common Shares contemplated by the Share Transfer Agreements, or (f) any transfer of Common Shares pursuant to the Share Transfer Agreements (collectively, the “Exempt Transfers”); provided, howeverthat, that in any such Transfer shall be in accordance with each of the following terms: above cases: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2x) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and transferring party shall execute and deliver to each other Shareholder and inform the Company of the transfer prior to effecting it and be bound by lockup provisions substantially similar to those set forth in Section 14.6 hereof; (y) in the case of a deed of adherence to this Agreementtransfer described in clauses (a) and (b) only, in form and substance reasonably satisfactory to the Company, indicating such transferee’s transferee shall furnish the parties with a written agreement to be bound by and comply with all provisions of this Section 5; and (z) in the terms hereof case of a transfer described in clauses (a), (b) and (e) only, the transfer of shares shall thereby become bound have been approved by the terms and conditions Board of this Agreement as a Party and a Shareholder hereunder in Directors. Subject to Section 17, the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder transferred shares shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder“Shares”, any Shares held by such and the transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions treated as a “Founder” for purposes of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityAgreement.

Exempt Transfers. (a) Notwithstanding anything to the contrary contained herein, the foregoing provisions of any right or restriction as provided in this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Section 4 shall not apply to (ia) the sale any repurchase of Shares by the Company pursuant to any right of repurchase in the event of a Qualified IPO termination of employment or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares consulting relationship or pursuant to the Standard Bank Facility.terms of the ESOP, (b) any transfer to (x) the immediate family member of the Selling Shareholder or any entity that is wholly owned by the Selling Shareholder, if the Selling Shareholder is a Founder or Founder Holdco, or (y) an Affiliate of the Selling Shareholder, if the Selling Shareholder is a shareholder of the Company other than any Founder or Founder Holdco, provided that the transferee so transferred shall not be a Competitor of any of the Group Companies, (c) in the case of a Transferor that is a natural person, transfers by the Transferor upon his or her death by will or intestacy to his or her siblings, children, grandchildren, spouse or any other relatives approved by unanimous consent of the Board, or any transfer to the parents, children or spouse, or to trusts for the exclusive benefit of such persons, of any Common Holder for bona fide tax and/or estate planning purposes, (d) any transfer by a Founder or a Partner to any Person not exceeding, when aggregated with all of the Shares previously transferred by such Founder or Partner, ten per cent (10%) of all Shares held by him on the date hereof (for the purpose of this Agreement, “Partners” mean collectively ▇▇▇▇▇ ▇▇▇▇, a PRC citizen whose ID number is ***, and ▇▇▇▇ ▇▇▇▇▇▇▇▇, a PRC citizen whose ID number is ***; and “Partner” means any of them), and (e) without limiting the foregoing subsection (a), any transfer by Fidelity to any Fidelity Persons or charitable organization, provided that the transferee so transferred shall not be a Competitor of any of the Group Companies (each transferee pursuant to the foregoing subsections (b), (c), (d) and (e), a “Permitted Transferee”); provided that adequate documentation therefor is provided to the

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions purchase rights of the Company and the Stockholders set forth in this Clause 2 Section 5 shall not apply to a Transfer any transfer by a Shareholder Selling Stockholder (a) to the ancestors, descendants, siblings or spouse of all the Selling Stockholder or part to trusts for the benefit of its Shares such persons or the Selling Stockholder, (b) to such Selling Stockholder's Affiliates, (c) in the case of a Selling Stockholder that is a private investment company, to the partners, members, stockholders or other investors of such Selling Stockholder as a distribution or similar transfer from such Selling Stockholder, and (d) in the case of CSGTF, to any investment vehicle managed by an Affiliate provided, however, entity under common control with the Manager of CSGTF; provided that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) foregoing cases, the transferee to whom shall furnish the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Stockholders and the Company with a deed written agreement to be bound by and comply with all provisions of adherence this Agreement. Furthermore, the purchase rights of the Company and the Stockholders set forth in this Section 5 shall not apply to any transfer in the case of WOF: (i) to any member of the GrowthWorks Group; (ii) to any Person, where the transfer is in connection with a reorganization of GrowthWorks; (iii) if it is required by law to do so; (iv) if it resolves to transfer all or substantially all of its assets or if the transfer is part of a portfolio sale of its assets; or (v) to any Persons who are bona fide investors in a member of the GrowthWorks Group who are entitled to participate in a distribution of the assets of the member of the GrowthWorks Group upon winding-up, liquidation or dissolution where the capital stock is distributed to them on such occurrence; provided that if such investors are required to become parties to this Agreement, in form and substance such investors (if more than one) shall designate one person to represent all such investors pursuant to an agency agreement reasonably satisfactory to the Company, indicating and such transferee’s agreement representative will become party to and be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party for and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate on behalf of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliatesinvestors. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility.

Exempt Transfers. (a) Notwithstanding anything to the contrary contained herein, the foregoing provisions right of this Clause 2 first refusal of the Company, and the right of first refusal and co-sale rights of the Preferred Holders shall not apply to (a) any Transfer or Transfers made pursuant to Section 6 below, (b) any sale or transfer of Ordinary Shares to the Company pursuant to a Transfer repurchase right in the event of a termination of employment or consulting relationship or pursuant to the terms of the ESOP; (c) any transfer of Equity Securities by the Key Holders to the Founder, the Founder’s spouse, children or parents (the “Founder Family”), trustee of any trust in which the sole beneficiaries are members of the Founder Family, or an entity one hundred percent (100%) owned by members of the Founder Family (collectively, the “Founder Permitted Transferees”); and (d) subject to Section 4.6, any transfer of Equity Securities by a Shareholder of all or part of its Shares Preferred Holder to an any Affiliate provided, thereof (including partnerships and limited liability companies); provided however, that each transferee shall execute a joinder agreement in the form attached hereto as Exhibit A. Each transferee pursuant to the foregoing subsections (a), (b), (c) and (d) is hereinafter referred to as a “Permitted Transferee”. An “Affiliate” means (x) with respect to a Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Transfer Person; and (y) in the case of an individual, shall be include, without limitation, his spouse, child, brother, sister, parent, trustee of any trust in accordance with each which such individual or any of his immediate family members is a beneficiary or a discretionary object, or any entity or company controlled by any of the following terms: aforesaid Persons. In the case of a Preferred Shareholder, “Affiliate” shall include (1i) any Person who holds Preferred Shares as a nominee for such Shareholder shall provide written notice Preferred Shareholder, (ii) any shareholder of such Transfer to each other Preferred Shareholder; , (2iii) any entity or individual who has a direct or indirect interest in such Preferred Shareholder (including, if applicable, any general partner or limited partner) or any fund manager thereof, (iv) any Person that directly or indirectly controls, is controlled by, under common control with, or is managed by such Preferred Shareholder or its fund manager, (v) the transferee relatives of any individual referred to whom in (iii) above, and (vi) any trust controlled by or held for the Shareholder is to Transfer benefit of such individuals. For the Shares is a Non-Competing Person and avoidance of doubt, the Preferred Shareholders shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to not be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease deemed to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s AffiliatesGroup Company. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank Facility.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions co-sale rights of this Clause 2 the Parties shall not apply to: (i) any pledge of Stock made pursuant to a Transfer bona fide loan transaction that creates a mere security interest; (ii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or a Party; (iii) any transfer by a Shareholder of all Founder to a partnership or part of its Shares partners; or (iv) any transfer by a Founder to an Affiliate provided, however, a partnership or its partners; or (iv) any bona fide gift; PROVIDED that any such Transfer (A) the transferring Party shall be in accordance with each of inform the following terms: (1) such Shareholder shall provide written notice other Parties of such Transfer pledge, transfer or gift prior to each other Shareholder; effecting it and (2B) the pledgee, transferee to whom or donee shall furnish the Shareholder is to Transfer the Shares is other Parties with a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof and comply with all provisions of Section 2 hereunder. Such transferred Stock shall thereby become bound by the terms remain "Stock" hereunder, and conditions such pledgee, transferee or donee shall be treated as a "Party" for purposes of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary hereinforegoing, the provisions of this Clause Section 2 shall not apply to the sale of any Stock: (i) to the sale of Shares public pursuant to a Qualified IPO or any Transfer after a Qualified IPOregistration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"); and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany; or (iii) if prior to such sale, the Selling Party held less than 1% of the Company's outstanding shares or the Founders collectively held less than 15% of the Company's outstanding shares.

Exempt Transfers. (a) 5.1 Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions restrictions on transfer, rights of first refusal and tag-along rights set forth in Sections 2, 3 and 4 of this Clause 2 Agreement shall not apply to: (i) any transfer by a Preferred Stockholder, if an entity, to its members (or members of its members), shareholders, partners, or any direct or indirect majority-owned subsidiary, (ii) any Stockholder to a Transfer Permitted Transferee, or (iii) any distribution or transfer of Common Stock by a Shareholder of all or part of its Shares the Trust to an Affiliate provided, however, the Trust Beneficiaries; provided that in the event any such Transfer shall be in accordance with each of the following terms: transfer is made to any such Person, Trust Beneficiary, or a Permitted Transferee, (1A) such Shareholder Person, Trust Beneficiary, or the Permitted Transferee shall provide written notice inform the Company of such Transfer transfer or gift prior to each other Shareholder; effecting it and (2B) such Person, Trust Beneficiary, or the transferee to whom Permitted Transferee shall furnish the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Stockholders and the Company with a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions comply with all provisions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights Registration Rights Agreement to the same extent and in the same manner as the Transferring Shareholder; (3) transferor. Any purported transfer in violation of this Section 5.1 shall be void ab initio. Upon such Shareholder exempt transfer, the Person, Trust Beneficiary, or Permitted Transferee shall remain bound by its have all of the rights, benefits and obligations of a Stockholder under this Agreement and the Registration Rights Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) 5.2 Notwithstanding anything in this Agreement to the contrary hereincontrary, the provisions of this Clause 2 Sections 3 and 4 shall not apply to (i) the sale of Shares any Common Stock pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). 5.3 This Agreement is subject to and shall in no manner limit any right the Company may have to repurchase securities from any Stockholder pursuant to a stock restriction agreement or other agreement between the Company and such Stockholder in connection with his or her employment with the Company or any Transfer after Affiliate of the Company. In the event of a Qualified IPO; right of first refusal held by the Company on Shares held by any Stockholder, the right of refusal and (ii) tag-along provisions shall apply upon the creation expiration of Encumbrances over the Shares pursuant to right of first refusal held by the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything in this Agreement to the contrary hereincontrary, the foregoing provisions of this Clause 2 Section 3 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following termsto: (1a) any transfer, assignment or disposition of Shares by a Restricted Person by gift or bequest or through inheritance to, or for the benefit of, any member or members of his or her immediate family (which shall include any spouse, lineal ancestor or descendant or sibling) or to a trust, partnership, limited partnership or limited liability company for the benefit of such Shareholder members; (b) any transfer, assignment or disposition of Shares by a Restricted Person to a trust in respect of which he or she serves as trustee, provided that the trust instrument governing said trust shall provide written notice that such Restricted Person, as trustee, shall retain sole and exclusive control over the voting and disposition of said Shares until the termination of this Agreement or such Transfer Restricted Person's death, whichever the earlier to each other Shareholder;occur; and (c) any repurchase of Shares by the Company pursuant to agreements under which the Company has the option to repurchase such shares upon the occurrence of certain events, including termination of employment. (2b) In the event of any such transfer, assignment or disposition, the transferee to whom the Shareholder is to Transfer of the Shares is shall hold the Shares so acquired with all the rights conferred, and subject to all the restrictions imposed, by this Agreement, and as a Non-Competing Person and condition to such transfer, assignment or disposition, each such transferee shall execute and deliver to each other Shareholder and an instrument of accession in the Company a deed form of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement Schedule C hereto agreeing to be bound by the terms hereof and shall thereby become bound by the terms and conditions provisions of this Agreement Agreement, as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliateswas a Restricted Person. (bc) Notwithstanding anything in this Section 3 to the contrary hereincontrary, the provisions of this Clause 2 Section 3 shall not apply to (i) the sale of Shares pursuant any securities to the public in connection with a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityPublic Offering.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Stockholders shall not apply to (i) the sale or transfer of Shares up to an aggregate of Twenty-Five Thousand (25,000) shares of Stock in one or more transactions by each Founder; (ii) any pledge of Stock made pursuant to a Qualified IPO bona fide loan transaction that creates a mere security interest, (iii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or a Founder; (iv) any Transfer after transfer by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP to or between its investment funds or to attorneys of the firm; or (v) any bona fide gift; provided that (A) the transferring Founder shall inform the Company of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Company and the Stockholders with a Qualified IPO; written agreement to be bound by and to comply with all provisions of Section 1. Such transferred Stock shall remain “Stock” hereunder, and such pledgee, transferee or donee shall be treated as a “Founder” for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 1 shall not apply to the sale of any Stock (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityCompany, its officers or another Founder.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 Sections 3.2, 3.3 and 3.4 shall not apply (i) in the case of Stockholders who are natural persons, to any transfer or gift by a Stockholder to (x) such Stockholder’s parents, spouse, siblings or lineal descendants, whether by blood or by adoption (“immediate family member”), or (y) a trust or other entity established by the Stockholder for the benefit of such Stockholder or his immediate family member; (ii) in the case of any Stockholders who are not natural persons, (x) to any transfer to any partner, member or Affiliate of the same, and (y) for such Stockholders that are widely held mutual funds, to any indirect transfer pursuant to a Transfer merger or reorganization of such fund with a third party where a primary purpose of such merger or reorganization is not the transfer of the Company’s securities; (iii) to any transfer or gift by a Shareholder Stockholder to a Section 501(c)(3) organization or a non-profit foundation or other non-profit organization; or (iv) subject to the terms as approved by the Board of all or part Directors, (x) the transfer by ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ of its Shares equity securities of AvidXchange Partners II, LLC (“AvidXchange Partners”) to an Affiliate providedother members of AvidXchange Partners, however, that and (y) any such Transfer shall be transfers of the up to 575,000 shares of Common and Preferred Stock previously transferred by ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ to AvidXchange Partners upon the dissolution of AvidXchange Partners in accordance with its operating agreement, provided that, in each of the following terms: (1i), (ii), (iii) such Shareholder shall provide written notice of such Transfer to each other Shareholder; and (2iv) above, the transferee to whom or donee shall furnish the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Company and the Company Investors with a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions comply with all provisions of this Agreement as a Party Agreement, including Section 3 hereof, and a Shareholder hereunder provided, further, that, in the same manner as case of (iii) above, the Transferring Shareholder transfer or gift shall not exceed two and be entitled one-half percent (2 1⁄2%) of the total outstanding ownership of the Company (on an as-converted to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder Common Stock basis). Such transferred restricted shares shall remain bound by its obligations under this Agreement; and (4) if restricted shares hereunder, and any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee or donee shall be promptly retransferred to such Shareholder or transferred to another treated as a “Stockholder” for purposes of such Shareholder’s Affiliatesthis Agreement. (b) Notwithstanding anything to the contrary hereinforegoing, the provisions rights of first refusal and rights of co-sale granted under this Clause 2 Section 3 shall not apply to (i) to, and shall expire upon, the sale effectiveness of Shares pursuant to a registration statement in connection with a Qualified IPO or any Transfer after a Qualified IPO; and Offering (ii) as defined in the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityRestated Certificate).

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Investors shall not apply to (i) any pledge of Co-Sale Stock made by a Common Stockholder pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest, (ii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Common Stockholder; or (iii) any bona fide gift; provided that in the event of any transfer made hereunder, (A) the Common Stockholder shall inform the Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Investors with a written agreement to be bound by and comply with all provisions of Section 6.1. Such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated as the "Common Stockholder" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 6.1 shall not apply to the sale of Shares any Co-Sale Stock (i) to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act, or any Transfer after a Qualified IPO; and (ii) to the creation Company. The Co-Sale Rights set forth in this Section 6 shall terminate upon the closing of Encumbrances over a Qualified Public Offering. (c) This Agreement is subject to, and shall in no manner limit the Shares right of the Company to repurchase securities from the Common Stockholder at cost pursuant to a stock restriction agreement or other agreement between the Standard Bank FacilityCompany and the Common Stockholder.

Exempt Transfers. (a) Notwithstanding anything the foregoing but subject to the contrary herein, the foregoing further provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (Section 4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause restriction against transfer set forth in Section 2 above shall not apply to (i) the sale of Shares pursuant any transfer by a TPG Entity to a Qualified IPO or any Transfer after a Qualified IPO; and an affiliate (as defined below), (ii) any transfer by a TPG Entity, which is a limited or general partnership, limited liability company or similar entity, by way of a distribution to any or all of its partners or former partners or member or former members, (iii) any transfer without consideration to any descendants or spouse of a person to whom a transfer is permitted by clauses (i) or (ii) above or to trusts for the creation benefit such descendants or spouse, (iv) any transfer by a TPG Entity to the Company and (v) any conversion by a TPG Entity of Encumbrances over the TPG Shares into shares of Class B Common and any subsequent transfer of such shares of Class B Common; provided that in the event of any transfer made pursuant to clauses (i), (ii) or (iii) above, (A) the Standard Bank FacilityTPG Entity shall inform the Company and the ATSB of such transfer prior to effecting it and (B) as a condition to any such transfer, the transferee(s) shall enter into a written agreement to be bound by and comply with all provisions of this Undertaking, as if it were an original signatory hereunder. Such transferred TPG Shares shall remain "TPG Shares" hereunder, and such transferee shall be treated as a "TPG Entity" for purposes of this Undertaking (including Section 3 hereof). An "affiliate" of a TPG Entity is a person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such TPG Entity. None of the TPG Entities shall pledge or otherwise encumber any of the TPG Shares unless the conditions set forth in clauses (A) and (B) above are satisfied.

Exempt Transfers. (a) Notwithstanding anything the foregoing, the provisions of Sections 3 and 4 hereof shall not pertain or apply to (i) any transfer by a Founder to the contrary hereinancestors, descendants, siblings or spouse of such Founder, or to trusts solely for the foregoing provisions benefit of this Clause 2 shall not apply such persons or such Founder, (ii) any transfer to a Transfer by Founder's estate, heirs administrators or executors upon the death of Founder, or (iii) any bona fide gift to a Shareholder of all or part of its Shares to an Affiliate not-for-profit entity; provided, however, that any such Transfer the Selling Founder shall be in accordance with each of inform the following terms: (1) such Shareholder shall provide written notice Investors of such Transfer transfer prior to each other Shareholder; (2) effecting it and the transferee to whom or donee shall furnish the Shareholder is to Transfer the Shares is Investors with a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by and comply with all provisions of this Agreement (including Sections 3 and 4 hereof) and provided, further, that no Selling Founder may gift more than 10% of his Stock pursuant to clause (iii) above in any calendar year unless the terms Selling Founder has retained all voting rights with respect to such Stock. Such transferred Stock shall remain "Stock" hereunder, and such transferee shall be treated as a "Founder" for purposes of this Agreement. In addition, the provisions of Sections 3 and 4 shall not apply to any repurchase of Stock pursuant to a written agreement between the Company and a Founder approved by the Board of Directors and providing for the right of such repurchase. (b) Notwithstanding the foregoing, the provisions of Sections 3 and 4 hereof shall not apply to (i) the sale of any Stock to the public pursuant to a registration statement filed with, and shall thereby become declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") or (ii) the transfer of shares of Stock to a Founder's shareholders, limited partners or members (provided that in the case of clause (ii) each transferee of three percent (3%) or more of the shares of Stock so transferred becomes party to this Agreement and bound by the terms and conditions of this Agreement as if such transferee were a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder "Founder" hereunder. Such transferred Stock shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder"Stock" hereunder, any Shares held by and such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions treated as a "Founder" for purposes of this Clause 2 shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the Standard Bank FacilityAgreement).

Exempt Transfers. (a) 3.1 Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause first refusal and co-sale rights set forth in Section 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 above shall not apply to (i) any transfer or transfers by a Key Holder which in the aggregate, over the term of this Agreement, including any amendments hereto, amount to no more than five percent (5%) of the shares of Key Holder Stock held by a Key Holder as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any transfer without consideration to the Key Holder’s ancestors, descendants, spouse, Affiliates or to trusts for the benefit of such persons or the Key Holder, (iii) any transfer or transfers by a Key Holder to another Key Holder (the “Transferee-Key Holder”) so long as the Transferee-Key Holder is, at the time of the transfer, employed by or acting as a consultant or director of the Company, and (iv) all transfers occurring pursuant to the Tender Offer and all future transfers of any Tender Offer Shares; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii), (iii), or (iv), (A) the Key Holder, other than in connection with any transfers of Key Holder Stock made in connection with the Tender Offer, shall inform the Investors of such transfer prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Key Holder hereunder, including without limitation Section 2. Such transferred Key Holder Stock shall remain “Key Holder Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Key Holder” for purposes of this Agreement, except that such transferee may not transfer shares pursuant to Section 3.1(i) hereof. 3.2 Notwithstanding the foregoing, the provisions of Section 2 shall not apply to the sale of Shares any Key Holder Stock to the public pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). 3.3 Subject to the Foundation Rights, the USV Rights and the KPCB Rights and the obligations described in Section 3.4 below, this Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from the Key Holder pursuant to (i) a stock restriction agreement or any Transfer after a Qualified IPO; other agreement between the Company and the Key Holder and (ii) any right of first refusal set forth in the creation Bylaws of Encumbrances over the Shares Company. 3.4 In the event the Company may exercise any right of first refusal or repurchase right (other than rights to repurchase Common Stock from employees, officers, directors, consultants or other persons performing services for the Company at cost upon the occurrence of certain events, such as the termination of employment or service) with respect to any of the Company’s outstanding capital stock by contract or otherwise (in each case, a “Company Repurchase Option”), the Company shall, to the extent it may do so pursuant to such instrument, assign such Company Repurchase Option to Foundation, USV and/or KPCB to the extent necessary to permit Foundation, USV and/or KPCB and their respective Affiliates to attain the Foundation 15% Termination Threshold, USV 12% Termination Threshold or the KPCB 9% Termination Threshold, as applicable, subject to the following provisions: (a) Upon the occurrence of each event giving rise to a Company Repurchase Option, the Company shall give Foundation, USV and KPCB written notice (the “Company Repurchase Option Notice”) of the occurrence of such event, describing the number of shares of capital stock subject to such Company Repurchase Option, the price and the general terms upon which the Company may elect to repurchase such shares of capital stock. Foundation, USV and KPCB shall each have fifteen (15) days after any such Company Repurchase Option Notice is mailed or delivered to it to elect to purchase that portion of the shares of capital stock described in the Company Repurchase Option Notice as it would be entitled to purchase were the repurchase of such shares subject to Section 2.2 hereof, for the price and upon the terms specified in the Company Repurchase Option Notice, by giving written notice to the Company. (b) If Foundation, USV or KPCB gives the Company written notice that it desires to purchase a portion of such shares within such fifteen (15) day period, then the Company shall take such actions as may be necessary to assign all or any portion (as necessary to accommodate Foundation’s, USV’s and/or KPCB’s election and facilitate the transaction, including any by provision of any necessary Company consents, stock transfers, waivers or other such accommodations) of the Company Repurchase Option to Foundation, USV and/or KPCB. Any shares purchased by Foundation, USV and/or KPCB pursuant to the Standard Bank Facilityassignment of the Company’s Repurchase Option will not be cancelled on the books and records of the Company and will be promptly transferred and, if necessary, issued by the Company (or its transfer agent) upon the Company’s receipt of notice of the closing of the purchase and sale of the shares by Foundation, USV and/or KPCB. (c) If either Foundation, USV or KPCB fails to purchase all or any portion of such shares within fifteen (15) days following the Company’s assignment of the Company Repurchase Option to it, then the assignment of the Company Repurchase Option shall automatically lapse and the Company may repurchase that portion of the shares of capital stock that Foundation, USV or KPCB failed to purchase by exercising the option set forth in this Section 3.4. (d) The Company’s obligation under this Section 3.4 (i) as to Foundation, shall terminate immediately upon Foundation collectively first attaining the Foundation 15% Termination Threshold, (ii) as to USV, shall terminate immediately upon USV collectively first attaining the USV 12% Termination Threshold and (iii) as to KPCB, shall terminate immediately upon KPCB attaining the KPCB 9% Termination Threshold. The provisions of this Section 3.4 shall not be applicable to any public offering of the securities of the Company.

Exempt Transfers. (a) 5.1 Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions restrictions on transfer, rights of first refusal and tag-along rights set forth in Sections 2, 3 and 4 of this Clause 2 Agreement shall not apply to: (i) any transfer by a Preferred Stockholder, if an entity, to its officers, Affiliates, members (or members of its members), shareholders, any general or limited partners (or to the direct or indirect shareholders, general or limited partners or members of any of the foregoing), or to any Affiliate of any of the foregoing (including any direct or indirect majority-owned subsidiary), (ii) any transfer by any Stockholder to a Transfer Permitted Transferee, or (iii) any distribution or transfer of Common Stock by a Shareholder of all or part of its Shares the Trust to an Affiliate provided, however, the Trust Beneficiaries; provided that in the event any such Transfer shall be in accordance with each of the following terms: transfer is made to any such Person, Trust Beneficiary, or a Permitted Transferee, (1A) such Shareholder Person, Trust Beneficiary, or the Permitted Transferee shall provide written notice inform the Company of such Transfer transfer or gift prior to each other Shareholder; effecting it and (2B) such Person, Trust Beneficiary, or the transferee to whom Permitted Transferee shall furnish the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder Stockholders and the Company with a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s written agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions comply with all provisions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights Registration Rights Agreement to the same extent and in the same manner as the Transferring Shareholder; (3) transferor. Any purported transfer in violation of this Section 5.1 shall be void ab initio. Upon such Shareholder exempt transfer, the Person, Trust Beneficiary, or Permitted Transferee shall remain bound by its have all of the rights, benefits and obligations of a Stockholder under this Agreement and the Registration Rights Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) 5.2 Notwithstanding anything in this Agreement to the contrary hereincontrary, the provisions of this Clause 2 Sections 3 and 4 shall not apply to (i) the sale of Shares any Common Stock pursuant to a Qualified IPO registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). 5.3 This Agreement is subject to and shall in no manner limit any right the Company may have to repurchase securities from any Stockholder pursuant to a stock restriction agreement or other agreement between the Company and such Stockholder in connection with his or her employment with the Company or any Transfer after Affiliate of the Company. In the event of a Qualified IPO; right of first refusal held by the Company on Shares held by any Stockholder, the right of refusal and (ii) tag-along provisions shall apply upon the creation expiration of Encumbrances over the Shares pursuant to right of first refusal held by the Standard Bank FacilityCompany.

Exempt Transfers. (a) Notwithstanding anything to the contrary contained herein, the foregoing provisions right of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each first refusal and co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) Company and/or the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Restricted Holders shall not apply to (ia) any sale or transfer of Restricted Shares from any Investor to any entity wholly-owned, directly or indirectly, by such Investor, or such Investor’s limited partners; (b) any sale or transfer of Ordinary Shares to the sale of Shares Company pursuant to a Qualified IPO repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship; (c) any transfer to the parents, children, spouse or grandchildren or trusts for the benefit of such persons, of any Founder or his or her Permitted Transferees for bona fide estate planning purposes; (d) any transfer of Ordinary Shares from a Founder Entity, any permitted assignees to whom a Founder Entity’s rights under this Section 5 have been duly assigned in accordance with this Agreement, or any Transfer after employee of the Company holding greater than one percent (1%) of the Ordinary Shares on a Qualified IPOfully diluted and an as-if-converted basis (each, a “Permitted Seller”) to any one or more other Permitted Seller(s); (e) any transfer of Ordinary Shares from any Founder Entity to the corresponding person under the caption “Founders” as set forth in Exhibit D hereto or to any entity wholly-owned, directly or indirectly, by such person, in each case not exceeding the number of Ordinary Shares set forth opposite the name of such persons and under the caption “Number of Founder Shares” in Exhibit D (iisubject to adjustment for share splits, share dividends, share combinations, reclassifications or similar events); or (f) any transfer from one or more Founder Entities or any of the creation persons listed under the caption “Founders” as set forth in Exhibit D hereto to any senior management of Encumbrances over the PRC Companies, provided that such senior management members are employed at the time of such transfer and no more than 25% of the Ordinary Shares in the aggregate may be transferred pursuant to this sub-clause (f) and that such transfer(s) shall be subject to compliance by the transferee with any applicable rule or regulation under PRC Law with respect to the receipt of such Ordinary Shares (each transferee pursuant to the Standard Bank Facilityforegoing clauses (a) - (f), a “Permitted Transferee”); provided that adequate documentation therefor is provided to the Company and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder.

Exempt Transfers. (a) Notwithstanding anything to the contrary hereinforegoing, the foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each co-sale rights of the following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 Lenders shall not apply to (i) any Transfer or Transfers by the Inside Investors which, over the term of a calendar year, amount to no more than (a) 250,000 shares (as adjusted for any stock split, stock dividend, reverse stock split or other subdivision of the Company) of Co-Sale Stock held collectively by the Inside Investors or (b) 75,000 shares (as adjusted for any stock split, stock dividend, reverse stock split or other subdivision of the Company) of Co-Sale Stock held by any one Inside Investor, (ii) any sale by the Inside Investors of Shares Co-Sale Stock through a broker on the open market to the public in an arms length transaction, (iii) any transfer by any Inside Investors to the ancestors, descendants, nieces, nephews, siblings or spouse or to trusts, family limited liability companies, family limited partnerships, or the like, of such Inside Investor for the benefit of such persons or such Inside Investor, (iv) any pledge of Co-Sale Stock made pursuant to a Qualified IPO bona fide loan transaction that creates a mere security interest, (v) any bona fide gift or (vi) a transfer upon the death of any Transfer after Inside Investor; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (iii), (iv) and (v), (a) the Inside Investors shall inform the Lenders of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Lenders with a Qualified IPO; written agreement to be bound by and comply with all provisions of this Agreement in favor of the Lenders or (vi) the right which the Company may have to repurchase securities from the Inside Investors pursuant to a stock restriction agreement or other agreement between the Company and the Inside Investors. Any Inside Investor shall notify the Lenders seven (7) days prior to a sale made pursuant to clause (ii) above. Except with respect to Co-Sale Stock transferred under clauses (i) and (ii) the creation of Encumbrances over the Shares pursuant above (which Co-Sale Stock shall no longer be subject to the Standard Bank Facilityco-sale rights of the Lenders), such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and such pledgee, transferee or donee shall be treated as an "Inside Investor" for purposes of this Agreement.