Common use of Exempt Transfers Clause in Contracts

Exempt Transfers. The Company's First Refusal Right under this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.

Exempt Transfers. The Company's First Refusal Right under this (a) Notwithstanding the foregoing or anything to the contrary herein, the restrictions on transfer set forth in Section 3 2 shall not apply apply: (1) to transfers a repurchase of Transfer Stock from an Affected Holder by the Company at a price no greater than that originally paid by such Affected Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by the board of directors; (2) to any other repurchase of Transfer Stock from an Affected Holder by the Company approved by the board of directors, including the affirmative vote or consent of at least two Preferred Directors; (3) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in 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 Affected Holder making such pledge; (4) in the case of an Affected Holder that is a natural person, upon a transfer of Transfer Stock by such Affected Holder made for bona fide estate planning purposes and without consideration, either during his or her lifetime or on death by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) intestacy to his or her spouse, siblingschild (natural or adopted), or any other direct lineal descendants thereof, parents, descendant of such Affected Holder (or his or her lineal descendants subject spouse) (all of the foregoing collectively referred to a nonrevocable voting trust as “family members”), or any other person approved by the board of directors, or any custodian or trustee of any trust, or partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Affected Holder or any such family members; and (5) in the case of an Affected Holder that is an investment fund, venture capital fund, private equity fund, institutional investor, or Affiliate of any of the foregoing, the distribution by such Affected Holder to its partners (limited or general), members, stockholders or beneficial owners provided, that except in the case of a duration repurchase of 10 years without the written permission of Transfer Stock by the Company, provided said Recipient is trustee and the Affected Holder shall provide prior written notice (together with a copy of the trust agreement) is given to the Company within thirty (30) days thereafter. The trustee and such shares of Transfer Stock shall hold such Stock at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such transaction, deliver a counterpart signature page to this Agreement or other documentation reasonably satisfactory to the Company as confirmation that such transferee shall be bound by all the provisions hereof, terms and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation conditions of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made Agreement as an Affected Holder (but only with respect to the trustee and transferee instead of securities so transferred to the original Recipient or his or her estatetransferee), including the obligations of an Affected Holder with respect to Proposed Transfers of such Transfer Stock pursuant to Section 2.

Exempt Transfers. The (a) Notwithstanding the foregoing, the first refusal and co-sale rights of the Company's First Refusal Right under this , Investors and/or UFRF set forth in Section 3 6 above shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust any transfer without consideration to the Selling Stockholder’s or Investor Selling Stockholder’s ancestors, descendants or spouse or to trusts for the sole benefit of Recipientsuch persons or the Selling Stockholder, his or her spouse, or his or her lineal descendants, or (ii) any transfer or transfers by a Selling Stockholder or Investor Selling Stockholder to his another Selling Stockholder or her spousean Investor Selling Stockholder (the “Transferee-Selling Stockholder”) so long as the Transferee-Selling Stockholder is, siblingsat the time of the Transfer, lineal descendants thereof, parents, employed by or his acting as a consultant or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission director of the Company, (iii) any pledge of Selling Stockholder Shares or Investor 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 or Investor Selling Stockholder; provided said Recipient is trustee and prior written notice (together with a copy that in the event of any transfer made pursuant to one of the trust agreementexemptions provided by clauses (i), (ii), (iii), (iv) is given and (v), (A) the Company within thirty Selling Stockholder or Investor Selling Stockholder shall inform the Investors of such transfer prior to effecting it and (30B) days thereafterthe 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 or Investor Selling Stockholder, as the case may be, hereunder. The trustee Such transferred Selling Stockholder Shares shall hold such Stock subject to all remain “Selling Stockholder Shares” or “Investor Selling Stockholder Shares,” as the provisions hereofcase may be, hereunder, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) such transferee shall be required to sell, transfer treated as the “Selling Stockholders” or present said Stock for purchase “Investor Selling Stockholders,” as provided hereinthe case may be, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation purposes of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transfereeAgreement, except that payment for such trustee and transferee Stock shall be made may not transfer shares pursuant to the trustee and transferee instead of to the original Recipient or his or her estatethis Section 6.6.

Exempt Transfers. The Company's First Refusal Right under (a) Notwithstanding the foregoing, the provisions of this Section 3 7 shall not apply to the following: (i) any Permitted Transfer (as defined below); (ii) all sales, transfers or other dispositions by the Proposed Seller of shares of capital stock held by such Proposed Seller up to an aggregate for all such sales, transfers or dispositions of 500 shares (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and the like); (iii) any repurchase of the Stock Founder’s shares by will the Company pursuant to such Founder’s stock purchase agreement; or (iv) any bona fide gift or pledge; provided that (A) the laws Proposed Seller shall inform the Major Purchasers of descent such pledge, Permitted Transfer or gift prior to effecting it, and distribution(B) the pledgee, Permitted Transferee or donee shall agree in writing to be bound by and comply with all provisions of this Agreement and any and all other stock restrictions that the Company may reasonably request. Such transferred Proposed Seller’s shares shall remain subject to the provisions of this Section 7, and such pledgee, Permitted Transferee or donee shall be treated as a “Founder or Purchaser” for purposes of this Agreement. For the purposes hereof, “Permitted Transfer” shall mean any sale, transfer or other disposition of the Company’s securities to any spouse (or ex-spouse), parents, brothers, sisters, children (natural or adopted), stepchildren or grandchildren, a trust exclusively for any of their benefit or for the benefit of the transferor, a transfer by a Purchaser to any person or entity that is an affiliate of such Purchaser by virtue of controlling, being controlled by or under common control with such Purchaser, or any other transfer not involving a change in the beneficial ownership of the Company’s securities (each, a “Permitted Transferee”); provided, however, that all of that, prior to such transfer, such Permitted Transferee shall agree in writing to be bound by the terms and conditions of this Agreement shall remain in effect as to such transferred StockAgreement. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation For purposes of this Section 3 7.5, LLCs shall be null considered partnerships and void and members of LLCs shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estateconsidered partners.

Exempt Transfers. The Company's First Refusal Right under this Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 3 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 transfers 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 Stock Ordinary Shares held by will such Founder at the Series B Closing Date, to a spouse or child of such Founder, or to the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to trust for such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust Founders account sponsored for the sole benefit of Recipienthis spouse and/or child (together with the Wholly Owned Entity, his the “Permitted Relatives”); or her spouse(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, or his or her lineal descendantsthe “Exempt Transfers”); provided, or that, (i) unless otherwise approved by the 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 his or her spousethe completion of the sale, siblings, lineal descendants thereof, parentstransfer, or his or her lineal descendants subject assignment, shall have executed documents, in form and substance satisfactory to a nonrevocable voting trust of a duration of 10 years without the written permission Preferred Shareholders, assuming the obligations of the CompanyTransferor under this Agreement, provided said Recipient is trustee the Articles and prior written notice (together with other relevant documents, and authorized the Transferor to vote as a copy Shareholder of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to transferred shares and executed all the provisions hereof, and related legal documents on behalf of such transferee; (iii) the total number of Ordinary Shares to be transferred in accordance with subsection (b) above shall make be no further transfers other more than as provided herein. Upon the death, total disability, or termination of employment ten (10%) percent of the transferor Recipient, Ordinary Shares held by such Transferor at the successor trustee or any cotrustee Series B Closing Date; and (and any subsequent transfereeiv) the Exempt Transfers shall be required in compliance with applicable Laws (including but not limited to sell, transfer or present said Stock for purchase as provided herein, for Laws relating to foreign exchange administration under the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estatePRC).

Exempt Transfers. The Company's First Refusal Right under 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) in the case of a Key Holder who is a natural person, to 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; (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 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 Agreement, as if it were an original Key Holder hereunder, including Section 3 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 transfers the sale of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the 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 of Key Holder Stock in connection with a Deemed Liquidation Event (as defined in the Company’s certificate of incorporation (as the same may be amended, restated or otherwise modified from time to time, the “Restated Certificate”)) which is approved in accordance with the Restated Certificate. 3.3 This Agreement is subject to, and shall in no manner limit the right which the Company may have to repurchase securities from a Key Holder who performed services for the Company or any subsidiary who acquired such shares directly from the Company, if such 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 contractual rights held by the Company relating to the termination of employment or other business relationship of such Key Holder and the purchase price does not exceed the lesser of (i) a revocable trust the original purchase price paid the Key Holder for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, such shares or (ii) the then fair market value of such shares. 3.4 Notwithstanding the foregoing, no Key Holder shall Transfer any Key Holder Stock to his (a) any entity which, in the determination of the Company’s Board of Directors, directly or her spouseindirectly competes with the Company or (b) any customer, siblings, lineal descendants thereof, parents, distributor or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission supplier of the Company, provided said Recipient is trustee and prior written notice (together with a copy if the Company’s Board of the trust agreement) is given Directors should determine that such Transfer would result in such customer, distributor or supplier receiving information that would place the Company within thirty (30) days thereafter. The trustee shall hold at a competitive disadvantage with respect to such Stock subject to all the provisions hereofcustomer, and shall make no further transfers other than as provided herein. Upon the death, total disability, distributor or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estatesupplier.

Exempt Transfers. The Company's ’s First Refusal Right under this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of RecipientOwner, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, spouse or his or her lineal descendants subject to a nonrevocable an irrevocable voting trust of a duration of 10 ten (10) years , without the written permission of the Company, provided said Recipient Owner is trustee and prior written notice (together with a copy of the trust agreement) is given give to the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided hereintherein. Upon the death, total disability, or termination of employment of the transferor RecipientOwner, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or to present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor RecipientOwner. Transferee Such transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 8 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient Owner or his or her estate.

Exempt Transfers. The Company's First Refusal Right under this 3.1 Notwithstanding the foregoing, the first refusal and co-sale rights of the Company and/or the Investors set forth in Section 3 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 will 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 laws of descent and distribution; providedKey Holder, however(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, that all at the time of the terms 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 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 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, as amended (the “Securities Act”). 3.3 This Agreement is subject to, and shall in effect as no manner limit the right which the Company may have to such transferred Stock. In addition, Recipient may transfer all or a portion of repurchase securities from the Stock Key Holder pursuant to (i) a revocable trust for stock restriction agreement or other agreement between the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or Company and the Key Holder and (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust any right of a duration of 10 years without first refusal set forth in the written permission Bylaws of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.

Exempt Transfers. The Company's First Refusal Right under this Notwithstanding anything to the contrary in Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided2.2, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to Restricted Stockholder (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject other than any Restricted Stockholder who received Shares from another Restricted Stockholder pursuant to a nonrevocable voting trust transfer of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer Shares that was in violation of this Section 3 Agreement) may, upon prior written notice to the Majority Stockholder, make an Exempt Transfer. The following transfers by such Restricted Stockholder shall be null 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 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”); (ii) Transfers from any Permitted Trust Holder established by or for the benefit of such Restricted Stockholder to such Restricted Stockholder and/or the Family Members of such Restricted Stockholder; and void and (iii) Transfers by Madison to the New York Life Insurance Company or any of its majority owned subsidiaries, provided that Madison shall be disregarded by provide the CompanyCompany with written notice of such Transfer within 60 days of the Transfer. All references herein The Shares Transferred to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transfereepermitted transferee enumerated in clauses (i), except that payment for such trustee (ii) and transferee Stock (iii) of the preceding sentence shall be made remain subject to the trustee provisions of this Agreement and such permitted transferee instead shall become a Restricted Stockholder for purposes of to this Agreement. Every such transferee shall observe and comply with this Agreement and with all obligations and restrictions imposed hereby and shall, promptly upon the original Recipient or his or her estaterequest of the Majority Stockholder, execute an Additional Holder Signature Page.

Exempt Transfers. The Company's First Refusal Right under this Section 3 10.1 Notwithstanding the foregoing or anything to the contrary herein, the provisions of 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 transfers 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 majority of the Board, or (c) in the case of a Restricted Holder that is a natural person or a trust, upon a transfer of Transfer Stock by will such Restricted Holder made for bona fide estate planning purposes, either to one or more Immediate 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 laws ownership interests of descent which are owned wholly by such Restricted Holder or any such Immediate Family Members; provided that in the case of clause(s) (a) and distribution; provided(c), howeverthe Restricted Holder shall deliver prior written notice to the Rights Holders of such pledge, that gift or transfer and such shares of Transfer Stock shall at all of 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 shall remain as a 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 provided further in effect as the case of any transfer pursuant to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to clause (ia) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (iic) to his or her spouseabove, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject that such transfer is made pursuant to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient transaction in which there is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment consideration actually paid for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estatetransfer.

Exempt Transfers. The Company's First Refusal Right (a) Notwithstanding the foregoing, the provisions of Section 4.1 shall not apply to: (i) any pledge of Common Stock made pursuant to a bona fide loan transaction that creates a mere security interest to which the holders of a majority of the Series E Stock then outstanding shall have consented; (ii) any transfer to the spouse, lineal descendants or antecedents, parents, siblings, or to trusts for the benefit of such persons or the Founder, whether such transfer occurs during the Founder’s lifetime or on the Founder’s death by will or intestacy; or (iii) any bona fide gift; provided that the pledgee, transferee or donee shall furnish the Preemptive Rights Holders with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred Common Stock shall remain “Common Stock” under this Agreement, and such pledgee, transferee or donee shall be treated as a Founder for purposes of this Agreement, provided that no such pledgee, transferee or donee shall have any registration rights under Section 3 1 of TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT this agreement. Any transfers of Common Stock to the Company upon exercise of the right of repurchase or right of first refusal set forth in any founders’ stock purchase agreement, option exercise agreement or other agreement with the Company that was entered into by the Founder at the time he or she acquired such Common Stock shall also be exempt from the provisions of Section 4.1. (b) Without limiting the foregoing, the provisions of Section 4.1 shall not apply to transfers the sale of any Common Stock by a Founder, in one sale or several sales, related or unrelated, of up to 3% in the aggregate of the number of shares of Common Stock held by will or the laws of descent and distribution; provided, however, that all such Founder as of the terms date of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estateAgreement.

Exempt Transfers. The Company's First Refusal Right under this Notwithstanding Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions 13.1 hereof, and each Participant shall make no further transfers other than as provided herein. Upon have the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required right to sell, transfer or present said Stock otherwise dispose of all but not less than all of its Participating Interest: (a) to an Affiliate provided the transferee continues at all times to be an Affiliate of the original Participant and further provided that the original Participant and the Affiliate each provide legal and binding undertakings (in form and substance satisfactory to the other Participants) to the other Participants to the effect that: (i) so long as the Affiliate holds a Participating Interest, the Affiliate will remain an affiliate of such Participant; and (ii) prior to the Affiliate ceasing to be such, the Affiliate will transfer its Participating Interest back to such Participant; and (b) to another corporation by way of statutory amalgamation or arrangement provided such Participant or its shareholders receive a majority equity interest in the corporation resulting from such amalgamation or arrangement that is generally proportionate to the value of the assets transferred or disposed of to such corporation on such amalgamation or arrangement. The transferee under any Transfer or the entity resulting from any amalgamation, arrangement or merger permitted by this Section 13.2 shall, as a condition to the effectiveness of such Transfer, amalgamation, arrangement or merger also agree in writing with all other Participants to be bound by the provisions of this Agreement including, without limitation, the provisions of this Article 13 and to assume and perform the obligations of the transferring, amalgamating, arranging or merging Participant(s). In the case of a transfer to an Affiliate, the transferring Participant shall remain liable to cause the transferee to perform the obligations so assumed by it and for purchase as provided herein, for its failure to do so. No transferor of a Participating Interest will be released from its obligations under this Agreement without the price and on consent of all other Participants. No Person may be admitted to the terms hereafter set forth as if such successor trustee and subsequent transferee were Joint Venture or shall be able to possess or exercise the transferor Recipient. Transferee shall make no further transfers rights of a Participant under this Agreement without the consent of all other than as provided herein, and any attempted transfer in violation Participants unless the provisions of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estateare strictly observed.

Exempt Transfers. The Company's First Refusal Right under this (a) Notwithstanding the foregoing or anything to the contrary herein, the restrictions on transfer set forth in Section 3 2 shall not apply apply: (1) to transfers a repurchase of Transfer Stock from an Affected Holder by the Company at a price no greater than that originally paid by such Affected Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by the board of directors; (2) to any other repurchase of Transfer Stock from an Affected Holder by the Company approved by the board of directors, including the affirmative vote or consent of at least two Preferred Directors; (3) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in 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 Affected Holder making such pledge; (4) in the case of an Affected Holder that is a natural person, upon a transfer of Transfer Stock by such Affected Holder made for bona fide estate planning purposes and without consideration, either during his or her lifetime or on death by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) intestacy to his or her spouse, siblingschild (natural or adopted), or any other direct lineal descendants thereof, parents, descendant of such Affected Holder (or his or her lineal descendants subject spouse) (all of the foregoing collectively referred to a nonrevocable voting trust as “family members”), or any other person approved by the board of directors, or any custodian or trustee of any trust, or partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Affected Holder or any such family members; (5) in the case of an Affected Holder that is an investment fund, venture capital fund, private equity fund, institutional investor, or Affiliate of any of the foregoing, the distribution by such Affected Holder to its partners (limited or general), members, stockholders or beneficial owners provided, that except in the case of a duration repurchase of 10 years without the written permission of Transfer Stock by the Company, provided said Recipient is trustee and the Affected Holder shall provide prior written notice (together with a copy of the trust agreement) is given to the Company within thirty (30) days thereafter. The trustee and such shares of Transfer Stock shall hold such Stock at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such transaction, deliver a counterpart signature page to this Agreement or other documentation reasonably satisfactory to the Company as confirmation that such transferee shall be bound by all the provisions hereofterms and conditions of this Agreement as an Affected Holder (but only with respect to the securities so transferred to the transferee), and shall make no further transfers other than as provided including the obligations of an Affected Holder with respect to Proposed Transfers of such Transfer Stock pursuant to Section 2; and (6) notwithstanding the foregoing or anything to the contrary herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; or any cotrustee (and any subsequent transfereeb) shall be required pursuant to sell, transfer or present said Stock for purchase a Deemed Liquidation Event (as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer term is defined in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee ’s Ninth Amended and transferee Stock shall be made to the trustee and transferee instead Restated Certificate of to the original Recipient or his or her estateIncorporation).

Exempt Transfers. The Company's ’s First Refusal Right under this Section 3 shall not apply to transfers of the Stock Shares by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock Shares to (i) a revocable trust for the sole benefit of RecipientOwner, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, spouse or his or her lineal descendants subject to a nonrevocable an irrevocable voting trust of a duration of 10 ten (10) years without the written permission of the Company, provided said Recipient Owner is trustee and prior written notice (together with a copy of the trust agreement) is given give to the Company within thirty (30) days thereafter. The trustee shall hold such Stock Shares subject to all the provisions hereof, and shall make no further transfers other than as provided hereintherein. Upon the death, total disability, or termination of employment of the transferor RecipientOwner, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or to present said Stock Shares for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor RecipientOwner. Transferee Such transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 8 shall be null and void and shall be disregarded by the Company. All references herein to Stock “Shares” shall be deemed to include Stock included Shares owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock Shares shall be made to the trustee and transferee instead of to the original Recipient Owner or his or her estate.

Exempt Transfers. The Company's First Refusal Right under restrictions set forth in this Section 3 6 shall not apply to transfers any of the Stock by will or following Transfers: (a) subject to the final paragraph of this Section 6.3, (a) a Transfer of Stockholder Shares pursuant to the applicable laws of descent and distributiondistribution or (b) a Transfer of Stockholder Shares among the transferor’s Family Group (as such term is defined in the Investor Rights Agreement and assuming for such purpose that the transferor were a “Stockholder” under such agreement); providedand (b) any Transfer of Stockholder Shares in connection with an Approved Sale. A transferee of Stockholder Shares pursuant to a Transfer described in clause (a) above is sometimes referred to herein as a “Permitted Transferee.” Not less than five (5) business days prior to any Transfer of Stockholder Shares pursuant to the foregoing clauses (a), howeverthe transferor shall deliver a written notice to the Company, that all which notice shall disclose in reasonable detail the nature of the terms proposed Transfer and the identity of the proposed transferee(s). Notwithstanding the foregoing, the restrictions contained in this Agreement shall remain in effect as continue to such transferred Stockbe applicable to the Stockholder Shares following any Transfer to a Permitted Transferee, and no Transfer to a Permitted Transferee may be consummated unless prior thereto the transferor thereof shall have complied with Section 7 below. In addition, Recipient and notwithstanding the foregoing, no holder of Stockholder Shares may transfer avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or a any portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or Person’s interest in any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided hereinPermitted Transferee, and any Transfer or attempted transfer Transfer in violation of this Section 3 covenant shall be null and void and shall be disregarded by the Companyotherwise subject to Section 7 below. All references herein Any Transfer permitted pursuant to Stock shall be deemed this Section 6.3 is referred to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estatein this Agreement as an “Exempt Transfer.”

Exempt Transfers. The Notwithstanding anything in this Agreement to the contrary, (a) Wexford may sell to A.T.T. IV, N.V. up to 150,000 shares (subject to adjustment) of Capital Stock pursuant to the Amended and Restated Option Agreement of even date herewith, and (b) each Stockholder that is not a natural person may sell any or all of its Capital Stock to any entity or person affiliated with, controlled by, or under common control with such Stockholder, in each case without the consent of the other Stockholder or the Company and without being required to first offer such Capital Stock to any Stockholder or the Company's First Refusal Right . Any such transferee of a Stockholder (other than A.T.T. IV, N.V. under clause (a) hereof) is referred to herein as a "Related Transferee." If any Stockholder transfers any of the Capital Stock held by it to a Related Transferee (or if any Related Transferee subsequently transfers or re-transfers any of such Capital Stock to another Related Transferee of such Stockholder), such Related Transferee shall receive and hold the Capital Stock so transferred subject to the provisions of this Agreement, including, without limitations the obligations hereunder of the Stockholder who originally transferred such Capital Stock, as though such Capital Stock were still owned by such holder and the Related Transferee shall be deemed a Stockholder for purposes of this Agreement. It shall be a condition precedent to any Transfer permitted by this Section 3 4 that the Related Transferee shall not apply execute and deliver to transfers of the Stock by will or the laws of descent and distribution; provided, however, each party hereto an agreement acknowledging that all Capital Stock transferred or to be transferred to such Related Transferee is and shall be subject to this Agreement and no Transfer by any Stockholder (or by any of such holder's Related Transferees) under Section 4 shall release such Stockholder from any of such holder's obligations or liabilities hereunder that occurred prior to the terms date of such transfer. 5. Stockholder Breaches of Sections 2 or 3. If either Stockholder breaches its obligations with respect to the Transfer of shares of Capital Stock or giving notice with respect thereto under the provisions of Section 2 or Section 3 of this Agreement Agreement, the non-breaching Stockholder shall remain in effect as have the right for a period of 1 year after such Stockholder becomes aware of any such breach to such transferred Stock. In addition, Recipient may transfer require the breaching Stockholder to purchase for cash from the non-breaching Stockholder all or a portion of that number of its shares of Capital Stock equal to the number of shares of Capital Stock which were Transferred by the breaching Stockholder in violation of such Section 2 or 3 at a price per share of Capital Stock equal to (i) a revocable trust the price per share the breaching Stockholder received as consideration for the sole benefit shares of Recipient, his Capital Stock Transferred by the breaching Stockholder in violation of such Section 2 or her spouse, or his or her lineal descendants, or 3 plus (ii) interest at an annual rate of 15% compounded quarterly on the amount payable pursuant to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission foregoing clause (i) from the date of the Company, provided said Recipient breach until final payment is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded received by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estatenon-breaching Stockholder.

Exempt Transfers. The Notwithstanding anything in this Agreement to ---------------- the contrary, (a) Wexford may sell to A.T.T. IV, N.V. up to 150,000 shares (subject to adjustment) of Capital Stock pursuant to the Amended and Restated Option Agreement of even date herewith, and (b) each Stockholder that is not a natural person may sell any or all of its Capital Stock to any entity or person affiliated with, controlled by, or under common control with such Stockholder, in each case without the consent of the other Stockholder or the Company and without being required to first offer such Capital Stock to any Stockholder or the Company's First Refusal Right . Any such transferee of a Stockholder (other than A.T.T. IV, N.V. under clause (a) hereof) is referred to herein as a "Related Transferee." If any Stockholder transfers any of the Capital Stock held by it to a Related Transferee (or if any Related Transferee subsequently transfers or re-transfers any of such Capital Stock to another Related Transferee of such Stockholder), such Related Transferee shall receive and hold the Capital Stock so transferred subject to the provisions of this Agreement, including, without limitation, the obligations hereunder of the Stockholder who originally transferred such Capital Stock, as though such Capital Stock were still owned by such holder and the Related Transferee shall be deemed a Stockholder for purposes of this Agreement. It shall be a condition precedent to any Transfer permitted by this Section 3 4 that the Related Transferee shall not apply execute and deliver to transfers of the Stock by will or the laws of descent and distribution; provided, however, each party hereto an agreement acknowledging that all of the terms of this Agreement shall remain in effect as Capital Stock transferred or to be transferred to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient Related Transferee is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein subject to Stock shall be deemed to include Stock owned this Agreement and no Transfer by any Stockholder (or by any of such successor trustee holder's Related Transferees) under Section 4 shall release such Stockholder from any of such holder's obligations or subsequent transferee, except liabilities hereunder that payment for such trustee and transferee Stock shall be made occurred prior to the trustee and transferee instead date of to the original Recipient or his or her estatesuch transfer.

Exempt Transfers. The Company's First Refusal Right under this (a) Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 3 2 shall not apply to transfers any transfer of equity securities by Xxxxxx to: (i) any spouse, parent, sibling or child of Xxxxxx (each a “Family Member”); (ii) any trust, the Stock sole beneficiaries of which are Xxxxxx or one or more Family Members; (iii) any transferee taking from Xxxxxx by will or the laws of descent and distributiondistribution or pursuant to any separation or divorce agreement or related judicial order; or (iv) an entity in which Xxxxxx owns 100% of the voting and equity capital; provided, howeverthat prior to making, that all of effecting or permitting any such transfer, Xxxxxx shall cause the terms 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 remain in effect continue to be bound by and subject to the applicable provisions of this Agreement to the same extent as to such transferred StockXxxxxx. In addition, Recipient may connection with any transfer of any Transfer Stock or all or a any portion of the Stock Xxxxxx Note pursuant to (i) any separation or divorce agreement or related judicial order, Xxxxxx agrees to use his best efforts to cause such transfer to be made into a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust or pursuant to alternative arrangements under which either Xxxxxx 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 a duration of 10 years without the written permission such transferred portion of the CompanyXxxxxx Note. (b) Notwithstanding the foregoing or anything to the contrary herein, provided said Recipient is trustee and prior written notice (together with a copy the provisions of Section 2 shall not apply to the sale of any capital stock of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead public in an offering pursuant to an effective registration statement under the Securities Act of to the original Recipient or his or her estate1933, as amended (a “Public Offering”).

Exempt Transfers. The Company's First Refusal Right under this Section (a) Notwithstanding the foregoing, the provisions of Sections 3 and 4 hereof shall not pertain or apply to transfers (i) any transfer by a Founder to the ancestors, descendants, siblings or spouse of such Founder, or to trusts solely for the Stock by will benefit of such persons or such Founder, (ii) any transfer to a Founder's estate, heirs administrators or executors upon the laws death of descent and distributionFounder, or (iii) any bona fide gift to a not-for-profit entity; provided, however, that the Selling Founder shall inform the Investors of such transfer prior to effecting it and the transferee or donee shall furnish the Investors with a written agreement to be bound by and comply with all of the terms 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 Selling Founder has retained all voting rights with respect to such Stock. Such transferred Stock shall remain in effect "Stock" hereunder, and such transferee shall be treated as to such transferred Stocka "Founder" for purposes of this Agreement. In addition, Recipient may transfer all or the provisions of Sections 3 and 4 shall not apply to any repurchase of Stock pursuant to a portion written agreement between the Company and a Founder approved by the Board of Directors and providing for the Stock 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 revocable trust for registration statement filed with, and declared effective by, the sole benefit Securities and Exchange Commission under the Securities Act of Recipient1933, his or her spouse, or his or her lineal descendants, as amended (the "Securities Act") or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject the transfer of shares of Stock to a nonrevocable voting trust Founder's shareholders, limited partners or members (provided that in the case of a duration clause (ii) each transferee of 10 years without the written permission three percent (3%) or more of the Company, provided said Recipient is trustee shares of Stock so transferred becomes party to this Agreement and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on bound by the terms hereafter set forth and conditions of this Agreement as if such successor trustee and subsequent transferee were the transferor Recipienta "Founder" hereunder. Transferee Such transferred Stock shall make no further transfers other than as provided hereinremain "Stock" hereunder, and any attempted transfer in violation such transferee shall be treated as a "Founder" for purposes of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estateAgreement).

Exempt Transfers. The Company's First Refusal Right under this Notwithstanding anything to the contrary in Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided2.2, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to Restricted Stockholder (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject other than any Restricted Stockholder who received Shares from another Restricted Stockholder pursuant to a nonrevocable voting trust transfer of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer Shares that was in violation of this Section 3 Agreement) may, upon prior written notice to the Majority Stockholder, make an Exempt Transfer. The following transfers by such Restricted Stockholder shall be null 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 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 void and shall be disregarded (ii) Transfers from any Permitted Trust Holder established by or for the Companybenefit of such Restricted Stockholder to such Restricted Stockholder and/or the Family Members of such Restricted Stockholder. All references herein The Shares Transferred to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee permitted transferee enumerated in clauses (i) and transferee Stock (ii) of the preceding sentence shall be made remain subject to the trustee provisions of this Agreement and such permitted transferee instead shall become a Restricted Stockholder for purposes of this Agreement. Each transferor in an Exempt Transfer shall cause each transferee to observe and comply with this Agreement and with all obligations and restrictions imposed hereby and to, promptly upon the original Recipient or his or her estaterequest of the Majority Stockholder, execute an Additional Holder Signature Page.

Exempt Transfers. The Company's First Refusal Right under this Section 3 (a) Notwithstanding the foregoing, the co-sale rights of the Shareholders shall not apply to transfers (i) any pledge of the Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any transfer of Stock by will 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 laws Shareholder, (iii) any transfer of descent Stock pursuant to those certain Stock Transfer Agreements between The Scripps Research Institute and distribution; providedeach of Xx. Xxxxxxx Xxxxxxxx and Xx. Xxxxx Xxxxx, howevereach dated the date hereof, that attached hereto as Exhibit A (iv) any transfer of Stock in connection with the sale of all or substantially all of the terms 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 Agreement. Such transferred Stock shall remain in effect "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 such transferred Stock. In addition, Recipient may transfer all or a portion the sale of the any Stock to (i) to the public pursuant to a revocable trust for registration statement filed with, and declared effective by, the sole benefit Securities and Exchange Commission under the Securities Act of Recipient1933, his or her spouse, or his or her lineal descendants, as amended (the "Securities Act") or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.

Exempt Transfers. The Company's First Refusal Right under provisions of this Section 3 2.7 shall not apply to transfers any Transfer of Shares by any Management Party who is a natural person, or any subsequent Transferee of a Management Party pursuant to this Section 2.7.3, to his or her spouse, any direct lineal descendant or ancestor of such Management Party or his or her spouse or any vehicle, including but not limited to a trust or a limited liability company, primarily for the benefit of any or all of the Stock by will or the laws of descent and distributionforegoing (each such Person, together with such Management Party, is referred to herein as a “Management Related Person”); provided, however, that all in each such case each of the following conditions shall be satisfied: (i) after giving effect to such Transfer, sole voting power with respect to such Transferred Shares shall be held by the Management Party making the Transfer during his lifetime or, after the death of such Management Party, by one or more Management Related Persons; and (ii) the Transferee of such Transferred Shares shall have executed and delivered to the Company, as a condition precedent to such Transfer, an instrument or instruments in form and substance satisfactory to the Company confirming that the Transferee agrees to be bound by the terms of this Agreement shall remain and accepts the rights and obligations set forth in effect as this Agreement, and designating an address for notices to such transferred StockTransferee required or permitted hereunder. Section 2. In additionAny Transfer made prior to the date hereof that was inconsistent with Section 2.7.3 at the time of such Transfer is hereby ratified and affirmed; provided, Recipient may transfer all or a portion however, that each such Transfer must have been of the Stock type that would be consistent with Section 2.7.3 after giving effect to this Amendment. Section 3. Effective upon the consummation of the merger (ithe “Merger”) a revocable trust for contemplated by the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or merger agreement (iithe “Merger Agreement”) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of by and among the Company, provided said Recipient is trustee Holdings and prior written notice Leslie’s Merger Sub, Inc. (together with a copy “Merger Sub”), the Company shall assign any and all of its rights and obligations under the Agreement to Holdings and Holdings shall assume any and all rights and obligations of the trust agreement) is given Company under the Company within thirty (30) days thereafterAgreement. Section 4. The trustee shall hold such Stock subject to all Effective upon the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment consummation of the transferor RecipientMerger, the successor trustee or any cotrustee (and any subsequent transferee) Agreement shall be required amended to sellreplace all references to “Leslie’s Poolmart, transfer or present said Stock for purchase as provided hereinInc.” with references to “Leslie’s Holdings, for Inc.” and each use of the price and on word “Company” in the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock Agreement shall be deemed to include Stock owned by any such successor trustee or subsequent transfereemean Holdings Section 5. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof. Except as set forth in this Amendment, except that payment for such trustee the Agreement remains unchanged and transferee Stock in full force and effect. Section 6. The terms of this Amendment shall be made to governed by the trustee laws of the state of Delaware regardless of the choice of laws provisions of such state or any other jurisdiction. Section 7. This Amendment may be executed by facsimile and transferee instead in one or more counterparts, each of to the original Recipient or his or her estatewhich shall be deemed an original, but all of which together shall constitute a single instrument.

Exempt Transfers. The 7.6.1. Notwithstanding anything else stated in Clause 7 of this Agreement or the Articles, each Shareholder shall be entitled to freely transfer all or some of its Shares in case of a sale and transfer or assignment of Shares by it to any company wholly owned and controlled by either the transferring Shareholder or the sole holder of shares in the transferring Shareholder, subject to that such a company enters into this Agreement as a party (such a company shall be referred to as an “Affiliated Company's First Refusal Right ”). It is acknowledged and understood that the right of first refusal under this Section 3 Clause 7.2 or 7.3 and the tag along right under Clause 7.5 shall not apply to transfers any transfer made pursuant to this Clause 7.6. 7.6.2. Notwithstanding a transfer pursuant to Clause 7.6.1 above, the transferring Shareholder shall remain a party to this Agreement. The transferring Shareholder is furthermore jointly and severally liable for the Affiliated Company correctly fulfilling its obligations under this Agreement. 7.6.3. The transferring Shareholder shall ensure that the shares in the Affiliated Company are not transferred or pledged and shall not entitle any third party to subscribe for shares or give subscription rights, warrants, convertibles or other instruments or securities giving such a third party the right to receive, or otherwise call for or demand, a new issue or transfer of shares or other instruments or securities of the Stock by will Affiliated Company. 7.6.4. Should the transferring Shareholder or the laws sole holder of descent shares in the transferring Shareholder, as the case may be, cease to be the sole owner and distribution; provided, however, that controller of all the shares of the terms Affiliated Company, the Affiliated Company undertakes to transfer all Shares, held by the Affiliated Company, back to the transferring Shareholder within ten Business Days. The transferring Shareholder covenants to contribute to the transfer. The purpose of this Agreement shall remain in effect as vesting clause is to such transferred Stock. In additionmake sure that if a founder or other key person stops working for the company early, Recipient may transfer they have to return all or some of their shares. Those shares can then for example be used to recruit a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estatenew co-founder/employee.

Exempt Transfers. The Company's First Refusal Right Notwithstanding anything to the contrary contained herein, the right of first refusal and co-sale rights of the Preferred Holders under this Section 3 4 shall not apply to transfers (a) any sale or transfer of Ordinary Share Equivalents to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship; (b) any transfer of Ordinary Share Equivalents by each Founder to a company or an entity one hundred percent (100%) owned (legally and beneficially) by such Founder (the “Founder Holdco”), provided that such Founder and the applicable Founder Holding Company shall undertake in writing that without the prior written consent of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to Supermajority Preferred Holders: (i) such Founder Holdco (including the applicable Founder Holding Company) shall remain as a revocable trust for the sole benefit of Recipient, his company or her spouse, or his or her lineal descendants, or an entity one hundred percent (100%) owned (legally and beneficially) by such Founder; (ii) to such Founder shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose of any of his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without shares in such Founder Holdco (including the written permission applicable Founder Holding Company); and (iii) such Founder Holdco (including the applicable Founder Holding Company) shall not engage in any business other than passively holding the shares of the Company, or to trusts of such Founder for bona fide estate planning purposes, and (c) subject to any limitation provided said Recipient hereunder or in the Memorandum and Articles, any transfer of Ordinary Share Equivalents by any Preferred Holder (each transferee pursuant to the foregoing subsections (a), (b) and (c), a “Permitted Transferee”); provided that, in any event, adequate documentation therefor is trustee provided to each Preferred Holder to its satisfaction with respect to such transfer and prior written notice (together with a copy that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the trust agreement) is given relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder. Notwithstanding any other provisions of this Agreement, the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, right of first refusal and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment co-sale rights of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of Preferred Holders under this Section 3 4 shall be null and void and shall be disregarded by not apply to any sale or transfer of Ordinary Share Equivalents as a result of exercise of the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to put option in accordance with the trustee and transferee instead of to the original Recipient or his or her estatePut Option Agreement.

Exempt Transfers. The Company's First Refusal Right under this Section 5.1 Notwithstanding the foregoing, the restrictions on transfer, rights of first refusal and tag-along rights set forth in Sections 2, 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms 4 of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to not apply to: (i) any transfer by a revocable trust for the sole benefit Preferred Stockholder, if an entity, to its members (or members of Recipientits members), his or her spouseshareholders, partners, or his any direct or her lineal descendantsindirect majority-owned subsidiary, (ii) any Stockholder to a Permitted Transferee, or (iiiii) any distribution or transfer of Common Stock by the Trust to his or her spousethe Trust Beneficiaries; provided that in the event any such transfer is made to any such Person, siblings, lineal descendants thereof, parentsTrust Beneficiary, or his a Permitted Transferee, (A) such Person, Trust Beneficiary, or her lineal descendants subject the Permitted Transferee shall inform the Company of such transfer or gift prior to a nonrevocable voting trust of a duration of 10 years without effecting it and (B) such Person, Trust Beneficiary, or the written permission of Permitted Transferee shall furnish the Company, provided said Recipient is trustee Stockholders and prior written notice (together the Company with a copy written agreement to be bound by and comply with all provisions of this Agreement and the trust agreement) is given Registration Rights Agreement to the Company within thirty (30) days thereaftersame extent as the transferor. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted Any purported transfer in violation of this Section 3 5.1 shall be null void ab initio. Upon such exempt transfer, the Person, Trust Beneficiary, or Permitted Transferee shall have all of the rights, benefits and void obligations of a Stockholder under this Agreement and the Registration Rights Agreement. 5.2 Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 3 and 4 shall not apply to the sale of any Common Stock 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"). 5.3 This Agreement is subject to and shall be disregarded 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 Affiliate of the Company. In the event of a right of first refusal held by the Company on Shares held by any Stockholder, the right of refusal and tag-along provisions shall apply upon the expiration of the right of first refusal held by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.

Exempt Transfers. Notwithstanding Section 2.2, a Stockholder may make an Exempt Transfer. The Company's First Refusal Right under following transactions shall constitute “Exempt Transfers” as that term is used in this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to Agreement: (i) an inter vivos transfer by a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) Stockholder to his or her spouse, siblings, spouse or lineal descendants thereof, parents, descendants; (ii) an inter vivos transfer to a 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 Stockholder’s spouse or lineal descendants subject to or such Stockholder’s executor, administrator or testamentary trustee for the benefit of one or more of such Stockholder’s spouse or lineal descendants; (iv) a nonrevocable voting transfer from a trust for the benefit of a duration Stockholder and/or one or more of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estatespouse 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 majority-owned subsidiaries, provided that Madison shall provide the Company with written notice of such transfer within sixty (60) days of the transfer, and (ix) a transfer by Allied to 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 shall remain subject to the provisions of this Agreement and such permitted transferee shall 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 request of Compass or any Stockholder, execute an Additional Holder Signature Page.