Common use of Limitations to Rights of First Refusal and Co-Sale Clause in Contracts

Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restrictions under Section 2.1 and the right of first refusal and right of co-sale of the Investors under Sections 2.2 and 2.3 shall not apply to (a) any repurchase by the Company of any Equity Securities of the Company now or hereafter held by a Principal or Holding Company in accordance with the Share Restriction Agreement, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a Principal to his 100% owned subsidiary, and (d) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Principal or such Principal’s parents, children, spouse for bona fide estate planning purposes, (each such transferee pursuant to clause (c)-(d) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement), (ii) respecting any transfer pursuant to clause (d) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a document in form and substance reasonably satisfactory to the Majority Investors assuming the obligations of such Principal or Holding Company under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding Company, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) and (d) above, the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement and the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary Shares.

Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restrictions under Section 2.1 and the right of first refusal and right of co-sale of the Investors under Sections 2.2 and 2.3 shall not apply to (a) any repurchase by Notwithstanding the Company provisions of any this Section 2, the Founder may sell or otherwise assign, up to five percent (5%) of Equity Securities of the Company now or hereafter held by a Principal him, to any Person, and such sale or Holding Company assignment shall be subject to only the Investor’s right of first refusal under Section 2.2 and the Investor’s co-sale right under Section 2.3 under the same terms and conditions, provided that (i) only one transfer is permitted and any additional transfer shall require the prior consent of the Investor, and (ii) each such transferee, prior to the completion of the sale, transfer, or assignment, shall have executed documents, in accordance with form and substance reasonably satisfactory to the Share Restriction Holders, assuming the obligations of the Restricted Shareholders under this Agreement, including but not limited to Section 2.1 hereof, with respect to the transferred securities. (b) In addition to the provisions of this Section 2.5(a), any sale Restricted Shareholder may sell or otherwise assign, with or without consideration, up to five percent (5%) of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a Principal such holder, to his 100% an entity wholly-owned subsidiary, and (d) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parents, children, spouseholder, or to a spouse or child of such holder, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of any of the foregoing, or to a trust for such Principal or such Principalholder’s parentsaccount (collectively, children, spouse for bona fide estate planning purposes, (each such transferee pursuant to clause (c)-(d) abovethe “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or assignment shall not be subject to Sections 2.1, and collectively2.2 or 2.3, the “Permitted Transferees”); provided, provided that (i) only one transfer to Permitted Transferees is permitted and any additional transfer by any holder of Equity Securities to a Permitted Transferee shall require the prior consent of the Investor, which shall be determined at the Investor’s sole discretion and such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement)consent shall not be unreasonably withheld or delayed, (ii) respecting any transfer pursuant to clause (d) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfersale, transfer, or assignment, shall have executed a document documents, in form and substance reasonably satisfactory to the Majority Investors Holders, assuming the obligations of such Principal or Holding Company the Restricted Shareholders under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding CompanyAgreement, including but not limited to Section 2.1 hereof, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) securities and (diii) aboveeach Permitted Transferee shall have executed and delivered to the transferring Restricted Shareholder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Transferor shall remain liable for Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Restricted Shareholder (or such holder existing attorney-in-fact) as such Permitted Transferee’s attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any breach and all Equity Securities of the Company owned by such Permitted Transferee of with respect to any provision under this Agreement and the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary SharesCompany related matters.

Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restrictions restriction on transfers under Section 2.1 and 2.1, the right of first refusal of the Company under Section 2.2, the right of first refusal and right of co-sale of the Investors Preferred Holders under Sections 2.2 2.3 and 2.3 2.4, and the right of co-sale of the Founders/Founder Holding Entities under Sections 2.4 shall not apply to (a) any repurchase by the Company Transfer of any Equity Securities of the Company now or hereafter held by a Principal Founder or Founder Holding Entity to the Company in accordance with the Restricted Share Restriction Agreement or for the purpose to increase the number of the Equity Securities available for issuance to the employees under the Company’s employee share option plans or other incentive plan duly adopted by the Company in compliance with the Shareholders Agreement, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a Principal to his 100% owned subsidiary, and (d) Transfer of any Equity Securities of the Company now or hereafter held by a Principal Founder or his respective Founder Holding Company Entity to such PrincipalFounder’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Principal Founder or such PrincipalFounder’s parents, children, spouse for bona fide estate planning purposes, provided that to the extent any voting rights respecting the Equity Securities will be transferred to such transferee, then prior to the completion of the transfer, such transferee shall deliver to the Company a duly executed irrevocable proxy in favor of the applicable Founder Transferor appointing the applicable Founder Transferor as the attorney and proxy of the transferee to vote all Equity Securities transferred, and (c) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to one or more current employees of the Group Companies as incentive shares in accordance with the Company’s employee share option plans or other incentive plan (if applicable) duly adopted by the Company in compliance with the Shareholders Agreement (each such transferee pursuant to clause (c)-(db) and clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement), (ii) respecting any transfer pursuant to clause (d) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed execute a document in form and substance reasonably satisfactory to the Majority Investors holders of a majority of the Preferred Shares assuming the obligations of such Principal Founder or Founding Holding Company Entity under this Agreement, the Restricted Share Agreement (if applicable), and the applicable Other Restriction Agreements Shareholders Agreement as a Principal Founder or Founder Holding CompanyEntity, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) and (d) above, the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement, the Restricted Share Agreement and or the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary SharesShareholders Agreement.

Limitations to Rights of First Refusal and Co-Sale. Subject (a) Notwithstanding the provisions of Sections 2.1 to 2.5, any of the Founders or Restricted Shareholders may sell or otherwise assign, with or without consideration, Common Shares or Preferred Shares to any Person in respect to which reasonable documentation is provided to the requirements Company to evidence that such Person is (i) the spouse or an Immediate Family Member; (ii) a custodian, trustee, executor, or other fiduciary for the account of applicable Lawsuch Founder’s or Restricted Shareholder’s spouse or an Immediate Family Member, or (iii) a trust for such Founder’s or Restricted Shareholder’s own self, or a charitable remainder trust, provided that each such transferee or assign, prior to the restrictions completion of the sale, transfer, or assignment, shall have executed documents, in form and substance reasonably satisfactory to other Shareholders of the Company, assuming the obligations of such Founder’s or Restricted Shareholder’s obligations under Section 2.1 this Agreement with respect to the transferred securities. (b) Any transfer between (x) ShanghaiMed and Time Intelligent, (y) WI Xxxxxx and any of its Affiliates, and (z) NewQuest and any of its Affiliates, shall not be subject to the right of first refusal and right of co-sale provided herein. (c) Any transfer of Preferred Shares held by Top Fortune Win Ltd. or Star Rising Ltd., each being a Restricted Shareholder, shall not be subject to Section 2.4. (d) In the event that Xxxxxx Xxxxx’x employment by the Company is terminated without Cause, any transfer of the Investors under Preferred Shares held by Xxxxxx Xxxxx through Time Intelligent and/or ShanghaiMed shall not be subject to the provisions of Section 2. (e) Notwithstanding any provisions of this Section 2 to the contrary, Sections 2.2 and 2.3 to 2.5 shall not apply to (a) any repurchase sale or transfer of Shares held by the Company of any Equity Securities of the Company now Founders or hereafter held by a Principal or Holding Company in accordance with the Share Restriction Agreement, (b) any sale of Equity Securities of the Company to the public Restricted Shareholders made pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now Series F Sale Proposal or hereafter held by a Principal to his 100% owned subsidiary, and (d) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Principal or such Principal’s parents, children, spouse for bona fide estate planning purposes, (each such transferee pursuant to clause (c)-(d) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement), (ii) respecting any transfer pursuant to clause (d) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a document in form and substance reasonably satisfactory to the Majority Investors assuming the obligations of such Principal or Holding Company under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding Company, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) and (d) above, the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement and the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary SharesSale Proposal.

Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restrictions under Section 2.1 and the right of first refusal and right of co-sale of the Investors under Sections 2.2 and 2.3 shall not apply to (a) any repurchase by Notwithstanding the Company provisions of this Section 2, a Founder may sell or otherwise assign, with or without consideration, any Equity Securities of the Company now or hereafter held by a Principal such Founder, to an entity wholly-owned by such Founder, or Holding Company in accordance with the Share Restriction Agreementto any spouse, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a Principal to his 100% owned subsidiary, lineal ancestors and (d) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parents, children, spousedescendants, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of such Principal any of the foregoing, or such Principalto a trust for the Founder’s parentsaccount, childrenor a charitable remainder trust (collectively, spouse for bona fide estate planning purposes, (each such transferee pursuant to clause (c)-(d) abovethe “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or assignment shall not be subject to Sections 2.1, and collectively2.2 or 2.3, the “Permitted Transferees”); provided, provided that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement), (ii) respecting any transfer pursuant to clause (d) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfersale, transfer, or assignment, shall have executed a document documents, in form and substance reasonably satisfactory to the Majority Investors Holders, assuming the obligations of such Principal or Holding Company the Founder under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding CompanyAgreement, including but not limited to Section 2.1 hereof, with respect to the transferred securities and (ii) each Permitted Transferee shall have executed and delivered to the transferring Founder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Founder (or his existing attorney-in-fact) as such Permitted Transferee’s attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any and all Equity SecuritiesSecurities of the Company owned by such Permitted Transferee with respect to any Company related matters; and provided further, that respecting each Founder shall make no more than one (1) transfer to a Permitted Transferee under this Section 2.5. In addition to the foregoing, each Founder may sell or otherwise assign any transfer pursuant to clauses (c) and (d) above, the Transferor shall remain liable for any breach Equity Securities now or hereafter held by such Permitted Transferee Founder to another Founder, and such sale or assignment will not be subject to Sections 2.1, 2.2 or 2.3. (b) The Investors will inform the Company in a timely manner of any provision under this Agreement and the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any their intent of transferring Series A Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary Shares, such transfers, however, are not subject to a right of first refusal, co-sale rights, or other contractual conditions or restrictions on transfer, except as required by law.

Limitations to Rights of First Refusal and Co-Sale. Subject to (a) Notwithstanding the requirements provisions of applicable Lawthis Section 2 and in the Shareholders Agreement, the restrictions under Section 2.1 Founder may sell or otherwise assign, up to five percent (5%) of Equity Securities held by him as of the date hereof, to any Person, and such sale or assignment shall be subject to only the applicable Holders’ right of first refusal under Section 2.2 and right of co-sale right under Section 2.3 under the same terms and conditions, provided that (i) only one (1) transfer is permitted and any additional transfer shall require the prior consent of each Investor, and (ii) each such transferee, prior to the completion of the Investors sale, transfer, or assignment, shall have executed documents, in form and substance reasonably satisfactory to the Holders, assuming the obligations of the Restricted Shareholders under Sections 2.2 and 2.3 shall this Agreement, including but not apply limited to Section 2.1 hereof, with respect to the transferred securities. (ab) In addition to the provisions of Section 2.5(a), any repurchase by the Company Restricted Shareholder that is (x) an individual person, may sell or otherwise assign, with or without consideration, up to five percent (5%) of any Equity Securities of the Company now or hereafter held by a Principal or Holding Company in accordance with the Share Restriction Agreementsuch holder, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held an entity wholly-owned by a Principal to his 100% owned subsidiary, and (d) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parents, children, spouseholder, or to a spouse or child of such holder, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of any of the foregoing, or to a trust for such holder’s account or (y) an entity, may sell or otherwise assign, with or without consideration, 100% of its Equity Securities to an Affiliate of such Principal or such Principal’s parentsentity (collectively, children, spouse for bona fide estate planning purposes, (each such transferee pursuant to clause (c)-(d) abovethe “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or assignment shall not be subject to Sections 2.1, and collectively2.2 or 2.3, the “Permitted Transferees”); provided, provided that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement), (ii) respecting respect to any transfer pursuant to clause (dx) above, only one transfer to Permitted Transferees is permitted and any additional transfer by any holder of Equity Securities to a Permitted Transferee shall require the Principal has provided prior consent of the Investors reasonable evidence of the bona fide estate planning purposes for (which such transfer and reasonable evidence of the satisfaction of all applicable filings consent shall not be unreasonably withheld or registrations required by SAFE under the SAFE Rules and Regulationsdelayed), and (iiiii) each such Permitted Transferee, prior to the completion of the Transfersale, transfer, or assignment, shall have executed a document documents, in form and substance reasonably satisfactory to the Majority Investors Holders, assuming the obligations of such Principal or Holding Company the Restricted Shareholders under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding CompanyAgreement, including but not limited to Section 2.1 hereof, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) securities and (diii) abovewith respect to clause (x), each Permitted Transferee shall have executed and delivered to the Transferor shall remain liable for transferring Restricted Shareholder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Restricted Shareholder (or such holder’s existing attorney-in-fact) as such Permitted Transferee’s attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any breach and all Equity Securities of the Company owned by such Permitted Transferee of with respect to any Company related matters. (c) Notwithstanding any provision under this to the contrary contained herein, any Transfer of Equity Securities pursuant to the Option Agreements (as defined in that certain Share Exchange Agreement entered into by the Company and certain parties on January 15, 2010, the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement “Share Exchange Agreement”) shall terminate when not be subject to the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary Sharestransfer restrictions hereunder.

Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restrictions under Section 2.1 and the right of first refusal and right of co-sale of the Investors Investor under Sections 2.2 and 2.3 shall not apply to to: (a) any repurchase by the Company of any Equity Securities of the Company now or hereafter held by a Principal or Holding Company in accordance with the Share Restriction Agreement, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (b) Transfer of any Equity Securities of the Company now or hereafter held by a Transferor to such Transferor’s parents, children, spouse, lineal descendants, or to a trustee, executor, or other fiduciary for the benefit of such Transferor or such Transferor’s parents, children, spouse for bona fide estate planning purposes, provided that such Transfer will not result in the occurrence of any Deemed Liquidation Event, (c) Transfer of any Equity Securities of the Company now or hereafter held by a Principal Transferor to his 100% owned subsidiary, and its Affiliates, (d) Transfer any sale of any Equity Securities of the Company now or hereafter held by the Transferor in a Principal or his respective Holding Company to such Principal’s parents, children, spouse, or Deemed Liquidation Event duly approved by the Board of Directors and the Members in accordance with the Restated Shareholders Agreement and the Restated Memorandum and Articles, (e) to a trusteerepurchase of Shares to be transferred from a Non-Investor Shareholder by the Company at a price no greater than that originally paid by such Non-Investor Shareholder for such Shares to be transferred and pursuant to an agreement setting forth vesting and/or repurchase provisions duly approved by the Board of Directors, executorand (f) to the purchase of Shares to be transferred from a Non-Investor Shareholder by the Company pursuant to an agreement entered into as duly approved by Board of Directors containing a right of first refusal in favor of the Company, or other fiduciary for provided that (x) any such agreement entered into prior to the benefit date of this Agreement shall have been disclosed to the Investors in writing and (y) any such Principal or such Principal’s parents, children, spouse for bona fide estate planning purposesagreement entered into after the date of this Agreement shall have been duly approved by the Board of Directors, (each such transferee pursuant to clause clauses (c)-(db), (c) and (d) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement), (ii) respecting any transfer pursuant to clause (db) above, the Principal Transferor has provided the Majority Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulationstransfer, and (iii) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a document in form execute and substance reasonably satisfactory deliver to the Majority Investors Company a deed of adherence or joinder becoming a party hereto assuming the obligations of such Principal or Holding Company Transferor under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding CompanyTransferor, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) and (d) above, the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement and the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary Shares.

Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restrictions under Section 2.1 8 and the right of first refusal and right of co-sale of the Investors under Sections 2.2 Section 9 and 2.3 Section 10 shall not apply to (a) any repurchase by the Company of any Equity Securities of the Company now or hereafter held by a Principal or Holding Company in accordance with the Share Restriction Agreement, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (cb) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his Principal Holding Company to his 100% a company that is wholly owned subsidiaryby such Principal, and (dc) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Principal Holding Company to such Principal’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Principal or such Principal’s parents, children, spouse for bona fide estate planning purposes, purposes (each such transferee pursuant to clause (c)-(db) or (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement)Regulations, (ii) respecting with respect to any transfer Transfer pursuant to clause (dc) above, the Principal has provided the Investors Series A Majority and the Series B Majority reasonable evidence of the bona fide estate planning purposes for such transfer Transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, (iii) such Transfer will not constitute a Share Sale or a Deemed Liquidation Event, and (iiiiv) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a document joinder deed in substantially the form and substance reasonably satisfactory to the Majority Investors attached hereto as Exhibit A assuming the obligations of such Principal or Principal Holding Company under this Agreement and the applicable Other Restriction Agreements as a Principal or Principal Holding Company, with respect to the transferred Equity SecuritiesSecurities and the scanned copy of such joinder deed shall be sent to each of the Investor upon such the closing of such Transfer; provided further, that respecting any transfer pursuant to clauses (c) and (d) above, the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement Agreement, and if any Permitted Transferee in clause (c) or (d) above ceases to be a Permitted Transferee, he/she/it shall immediately Transfer all Equity Securities of the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when Company held by it to the Preferred Shares Investors no longer holds relevant Principal, Principal Holding Company or any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary Sharesother Permitted Transferee.

Limitations to Rights of First Refusal and Co-Sale. Subject Notwithstanding the foregoing or anything to the requirements of applicable Lawcontrary herein, the restrictions under above provisions of this Section 2.1 shall not apply: (i) in the case of a Transferor that is an entity, upon a transfer of Shares (A) by such Transferor to its Affiliates, stockholders, members, former members, partners, former partners or other equity holders, (B) by such Transferor that is a venture capital firm to an affiliated venture capital firm, (C) by such Transferor that is a mutual fund to another mutual fund, pursuant to an agreement and plan of merger and/ or reorganization, (D) by a Mxxxxx Sxxxxxx Xxxxxx to another Mxxxxx Sxxxxxx Xxxxxx, or (E) by such Transferor that is an individual or entity advised by an investment advisor transferring to an entity advised by the right same investment advisor, provided, however, that, in each case, notwithstanding any such permitted transfer, such transferred Shares shall remain Shares for all purposes hereunder, and such transferee shall be treated as a Shareholder (but only with respect to the securities so transferred to the transferee) for all purposes of first refusal and right this Agreement (including the obligations of co-sale a Shareholder with respect to the Transfer pursuant to this Section 2.1); (ii) in the case of a Transferor that is a natural person, upon a transfer of the Investors under Sections 2.2 and 2.3 shall not apply Transferor Shares by such Transferor, upon his or her death by will or intestacy to his or her siblings, children, grandchildren, spouse or any other relatives approved by unanimous consent of the Board of Directors of the Company, or any custodian or trustee for the account of a Transferor or a Transferor’s siblings, children, grandchildren or spouse; (aiii) any to a repurchase of Ordinary Shares from an Ordinary Shareholder by the Company of any Equity Securities of under the repurchase rights granted to the Company now with respect to such Ordinary Shareholder as of or hereafter held by a Principal or Holding Company in accordance with after the Share Restriction date of this Agreement, if any, at a price no greater than that originally paid by such Ordinary Shareholder for such Ordinary Shares; or (biv) to any sale of Equity Securities of the Company to the public pursuant to a Qualified IPOPublic Offering; PROVIDED THAT, (c) Transfer in the case of any Equity Securities of Transfer pursuant to Section 2.1(4)(i) or (ii), the transferee thereof shall agree in writing in form reasonably acceptable to the Company now or hereafter held to be bound by a Principal to his 100% owned subsidiary, and (d) Transfer the terms of any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Principal or such Principal’s parents, children, spouse for bona fide estate planning purposes, (each such transferee pursuant to clause (c)-(d) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders this Agreement), (ii) respecting any transfer pursuant to clause (d) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a document in form and substance reasonably satisfactory to the Majority Investors assuming the obligations of such Principal or Holding Company under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding Company, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) and (d) above, the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement and the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary Shares.

Limitations to Rights of First Refusal and Co-Sale. 12.1 Subject to the requirements of applicable Law, the restrictions under Section 2.1 8 and the right of first refusal and right of co-sale of the Investors under Sections 2.2 Section 9 and 2.3 Section 10 shall not apply to (a) any repurchase by the Company of any Equity Securities of the Company now or hereafter held by a Principal or Holding Company in accordance with the Share Restriction Agreement, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (cb) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his Principal Holding Company to his 100% a company that is wholly owned subsidiaryby such Principal, and (dc) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Principal Holding Company to such Principal’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Principal or such Principal’s parents, children, spouse for bona fide estate planning purposes, purposes (each such transferee pursuant to clause (c)-(db) or (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement)Regulations, (ii) respecting with respect to any transfer Transfer pursuant to clause (dc) above, the Principal has provided the Investors Series A Majority, the Series B Majority and the Series C Majority reasonable evidence of the bona fide estate planning purposes for such transfer Transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, (iii) such Transfer will not constitute a Share Sale or a Deemed Liquidation Event, and (iiiiv) each such Permitted Transferee, prior to the completion of the Transfer, shall have executed a document joinder deed in substantially the form and substance reasonably satisfactory to the Majority Investors attached hereto as Exhibit A assuming the obligations of such Principal or Principal Holding Company under this Agreement and the applicable Other Restriction Agreements as a Principal or Principal Holding Company, with respect to the transferred Equity SecuritiesSecurities and the scanned copy of such joinder deed shall be sent to each of the Investor upon such the closing of such Transfer; provided further, that respecting any transfer pursuant to clauses (c) and (d) above, the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement Agreement, and if any Permitted Transferee in clause (c) or (d) above ceases to be a Permitted Transferee, he/she/it shall immediately Transfer all Equity Securities of the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when Company held by it to the Preferred Shares Investors no longer holds relevant Principal, Principal Holding Company or any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary Sharesother Permitted Transferee.

Limitations to Rights of First Refusal and Co-Sale. Subject (a) Notwithstanding the provisions of this Article 8 and in the Shareholders Agreement, either Founder may sell or otherwise assign, up to five percent (5%) of Equity Securities held by him as of the requirements Initial Series A-1 Closing Date, to any Person, and such sale or assignment shall be subject to only each of the applicable Law, the restrictions under Section 2.1 and the Holders’ right of first refusal under Section 8.3 and right of co-sale right under Section 8.4 under the same terms and conditions, provided that (i) only one transfer is permitted and any additional transfer shall require the prior consent of each Investor and (ii) each such transferee, prior to the completion of the Investors under Sections 2.2 sale, transfer, or assignment, shall have executed documents, in form and 2.3 shall substance reasonably satisfactory to the Holders, assuming the obligations of the Restricted Shareholders herein contained, including but not apply limited to Section 8.2 hereof, with respect to the transferred securities. (ab) In addition to the provisions of Section 8.6(a), any repurchase by the Company Restricted Shareholder that is (x) an individual person may sell or otherwise assign, with or without consideration, up to five percent (5%) of any Equity Securities of the Company now or hereafter held by a Principal or Holding Company in accordance with the Share Restriction Agreementsuch holder, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held an entity wholly-owned by a Principal to his 100% owned subsidiary, and (d) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parents, children, spouseholder, or to a spouse or child of such holder, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of any of the foregoing, or to a trust for such holder’s account or (y) an entity may sell or otherwise assign, with or without consideration, one hundred percent (100%) of its Equity Securities to an Affiliate of such Principal or such Principal’s parentsentity (collectively, children, spouse for bona fide estate planning purposes, (each such transferee pursuant to clause (c)-(d) abovethe “Permitted Transferees” and each, a “Permitted Transferee”) and, and collectivelyin each case, the “Permitted Transferees”); providedsuch sale or assignment shall not be subject to Sections 8.2, 8.3 or 8.4, provided that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement), (ii) respecting respect to any transfer pursuant to clause (d) abovex), only one transfer to Permitted Transferees is permitted and any additional transfer by any holder of Equity Securities to a Permitted Transferee shall require the Principal has provided prior consent of the Investors reasonable evidence of the bona fide estate planning purposes for (which such transfer and reasonable evidence of the satisfaction of all applicable filings consent shall not be unreasonably withheld or registrations required by SAFE under the SAFE Rules and Regulationsdelayed), and (iiiii) each such Permitted Transferee, prior to the completion of the Transfersale, transfer, or assignment, shall have executed a document documents, in form and substance reasonably satisfactory to the Majority Investors Holders, assuming the obligations of such Principal or Holding Company under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding CompanyRestricted Shareholders herein contained, including but not limited to Section 8.2 hereof, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) securities and (diii) abovewith respect to clause (x), each Permitted Transferee shall have executed and delivered to the Transferor shall remain liable for transferring Restricted Shareholder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Restricted Shareholder (or such holder existing attorney-in-fact) as such Permitted Transferee’s attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any breach and all Equity Securities of the Company owned by such Permitted Transferee of with respect to any provision under this Agreement and the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary SharesCompany related matters.

Limitations to Rights of First Refusal and Co-Sale. Subject to Notwithstanding the requirements provisions of applicable Lawthis Section 2, the restrictions under Section 2.1 and the right of first refusal and right of co-sale of the Investors under Sections 2.2 and 2.3 shall not apply to (a) any repurchase by the Company of a Common Shareholder may sell or otherwise assign, with or without consideration, any Equity Securities of the Company now or hereafter held by a Principal such Common Shareholder, to an entity wholly-owned by such Common Shareholder, or Holding Company in accordance with the Share Restriction Agreementto any spouse, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a Principal to his 100% owned subsidiary, and (d) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parents, children, spouselineal descendants, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of such Principal any of the foregoing, or such Principal’s parentsto a trust for the Common Shareholder's account, children, spouse for bona fide estate planning purposes, or a charitable remainder trust (each such transferee pursuant to clause (c)-(d) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided"PERMITTED TRANSFEREES" and each, a "PERMITTED TRANSFEREE") and such sale or assignment shall not be subject to Sections 2.1, 2.2 or 2.3, provided that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement), (ii) respecting any transfer pursuant to clause (d) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfersale, transfer, or assignment, shall have executed a document documents, in form and substance reasonably satisfactory to the Majority Investors Holders, assuming the obligations of such Principal or Holding Company the Common Shareholder under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding CompanyAgreement, including but not limited to Section 2.1 hereof, with respect to the transferred securities and (ii) each Permitted Transferee shall have executed and delivered to the transferring Common Shareholder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Common Shareholder (or his existing attorney-in-fact) as such Permitted Transferee's attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any and all Equity SecuritiesSecurities of the Company owned by such Permitted Transferee with respect to any Company related matters; and provided further, that respecting each Common Shareholder shall make no more than one (1) transfer to a Permitted Transferee under this Section 2.5. In addition to the foregoing, each Common Shareholder may sale or otherwise assign any transfer pursuant to clauses (c) and (d) above, the Transferor shall remain liable for any breach Equity Securities now or hereafter held by such Permitted Transferee of any provision under this Agreement Common Shareholder to another Common Shareholder, and the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary Sharessuch sale or assignment will not be subject to Sections 2.1, 2.2 or 2.3.

Limitations to Rights of First Refusal and Co-Sale. Subject to Notwithstanding the requirements provisions of applicable Lawthis Section 2, the restrictions under Section 2.1 and the right of first refusal and right of co-sale of the Investors under Sections 2.2 and 2.3 shall not apply to (a) any repurchase by the Company of Restricted Shareholder may sell or otherwise assign, with or without consideration, any Equity Securities of the Company now or hereafter held by a Principal such holder, and any Founder may sell or Holding Company in accordance otherwise assign, with the Share Restriction Agreementor without consideration, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company equity securities now or hereafter held by a Principal such Founder in any Ordinary Holder, to his 100% an entity wholly-owned subsidiaryby such holder or Founder, and (d) Transfer of or to any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parentsspouse, children, spouselineal descendants, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of any of the foregoing, or to a trust for such Principal holder’s (or such Principal’s parentsFounder’s) account, childrenor a charitable remainder trust (collectively, spouse for bona fide estate planning purposes, (each such transferee pursuant to clause (c)-(d) abovethe “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or assignment shall not be subject to Sections 2.1, and collectively2.2, the “Permitted Transferees”); provided2.3 or 2.5, provided that (i) such Transfer as long as SAIF holds any Preferred Shares, only one transfer to each Permitted Transferee is effected in compliance with all applicable Lawspermitted and any additional transfer by any holder of Equity Securities (or any additional transfer by any Founder of equity securities of any Ordinary Holder) to a Permitted Transferee shall require the prior consent of SAIF, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement)which shall be determined at SAIF’s sole discretion, (ii) respecting any transfer pursuant to clause (d) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfersale, transfer, or assignment, shall have executed a document documents, in form and substance reasonably satisfactory to the Majority Investors Holders, assuming the obligations of such Principal the Restricted Shareholders (or Holding Company the Founders, as the case may be) under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding CompanyAgreement, including but not limited to Section 2.1 hereof, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) Securities and (diii) aboveif so required by the Holders and the Company in writing, each Permitted Transferee shall have executed and delivered to the Transferor shall remain liable for transferring Restricted Shareholder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Restricted Shareholder (or such holder’s existing attorney-in-fact) as such Permitted Transferee’s attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any breach and all Equity Securities of the Company owned by such Permitted Transferee of with respect to any provision under this Agreement and the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary SharesCompany related matters.

Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restrictions under Section 2.1 and the right of first refusal and right of co-sale of the Investors under Sections 2.2 and 2.3 shall not apply to (a) any repurchase by Notwithstanding the Company provisions of any this Section 2 and in the Shareholders Agreement, the Founder may sell or otherwise assign, up to five percent (5%) of Equity Securities of the Company now or hereafter held by a Principal him, to any Person, and such sale or Holding Company assignment shall be subject to only the Investor’s right of first refusal under Section 2.2 and the Investor’s co-sale right under Section 2.3 under the same terms and conditions, provided that (i) only one transfer is permitted and any additional transfer shall require the prior consent of the Investor, and (ii) each such transferee, prior to the completion of the sale, transfer, or assignment, shall have executed documents, in accordance with form and substance reasonably satisfactory to the Share Restriction Holders, assuming the obligations of the Restricted Shareholders under this Agreement, including but not limited to Section 2.1 hereof, with respect to the transferred securities. (b) In addition to the provisions of this Section 2.5(a), any sale Restricted Shareholder may sell or otherwise assign, with or without consideration, up to five percent (5%) of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a Principal such holder, to his 100% an entity wholly-owned subsidiary, and (d) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parents, children, spouseholder, or to a spouse or child of such holder, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of any of the foregoing, or to a trust for such Principal or such Principalholder’s parentsaccount (collectively, children, spouse for bona fide estate planning purposes, (each such transferee pursuant to clause (c)-(d) abovethe “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or assignment shall not be subject to Sections 2.1, and collectively2.2 or 2.3, the “Permitted Transferees”); provided, provided that (i) only one transfer to Permitted Transferees is permitted and any additional transfer by any holder of Equity Securities to a Permitted Transferee shall require the prior consent of the Investor, which shall be determined at the Investor’s sole discretion and such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations (as defined in the Shareholders Agreement)consent shall not be unreasonably withheld or delayed, (ii) respecting any transfer pursuant to clause (d) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfersale, transfer, or assignment, shall have executed a document documents, in form and substance reasonably satisfactory to the Majority Investors Holders, assuming the obligations of such Principal or Holding Company the Restricted Shareholders under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding CompanyAgreement, including but not limited to Section 2.1 hereof, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) securities and (diii) aboveeach Permitted Transferee shall have executed and delivered to the transferring Restricted Shareholder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Transferor shall remain liable for Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Restricted Shareholder (or such holder existing attorney-in-fact) as such Permitted Transferee’s attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any breach and all Equity Securities of the Company owned by such Permitted Transferee of with respect to any Company related matters. (c) Notwithstanding any provision under this Agreement and to the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights contrary contained herein, any Transfer of Equity Securities pursuant to the Option Agreements (as set forth defined in this Agreement the Share Exchange Agreement) shall terminate when not be subject to the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary Sharestransfer restrictions hereunder.

Limitations to Rights of First Refusal and Co-Sale. Subject Notwithstanding the provisions of this Section 2, any Restricted Shareholder may sell or otherwise assign, with or without consideration, up to the requirements twenty percent (20%) of applicable Law, the restrictions under Section 2.1 and the right of first refusal and right of co-sale of the Investors under Sections 2.2 and 2.3 shall not apply to (a) any repurchase by the Company of any Equity Securities of the Company now or hereafter held by a Principal or Holding Company in accordance with the Share Restriction Agreementsuch holder, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held an entity wholly-owned by a Principal to his 100% owned subsidiary, and (d) Transfer of any Equity Securities of the Company now or hereafter held by a Principal or his respective Holding Company to such Principal’s parents, children, spouseholder, or to a spouse or child of such holder, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of any of the foregoing, or to a trust for such Principal or such Principalholder’s parentsaccount (collectively, children, spouse for bona fide estate planning purposes, (each such transferee pursuant to clause (c)-(d) abovethe “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or assignment shall not be subject to Sections 2.1, and collectively2.2 or 2.3, the “Permitted Transferees”); provided, provided that (i) such Transfer only one transfer to Permitted Transferees is effected in compliance with all applicable Lawspermitted and any additional transfer by any holder of Equity Securities to a Permitted Transferee shall require the prior consent of the Investor, including without limitation, which shall be determined at the SAFE Rules and Regulations (as defined in the Shareholders Agreement)Investor’s sole discretion, (ii) respecting any transfer pursuant to clause (d) above, the Principal has provided the Investors reasonable evidence of the bona fide estate planning purposes for such transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, and (iii) each such Permitted Transferee, prior to the completion of the Transfersale, transfer, or assignment, shall have executed a document documents, in form and substance reasonably satisfactory to the Majority Investors Holders, assuming the obligations of such Principal or Holding Company the Restricted Shareholders under this Agreement and the applicable Other Restriction Agreements as a Principal or Holding CompanyAgreement, including but not limited to Section 2.1 hereof, with respect to the transferred Equity Securities; provided further, that respecting any transfer pursuant to clauses (c) securities and (dii) aboveeach Permitted Transferee shall have executed and delivered to the transferring Restricted Shareholder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Transferor shall remain liable for Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Restricted Shareholder (or such holder existing attorney-in-fact) as such Permitted Transferee’s attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any breach and all Equity Securities of the Company owned by such Permitted Transferee of with respect to any provision under this Agreement and the applicable Other Restriction Agreements. The Preferred Shares Investors’ rights as set forth in this Agreement shall terminate when the Preferred Shares Investors no longer holds any Preferred Shares. Main Access’s rights in this Agreement shall terminate when Main Access no longer holds any Class B Ordinary SharesCompany related matters.