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

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (i) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s spouse or other member of a Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of the Common Holder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (iv) any sale of Equity Securities 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, (v) any pledge of Equity Securities held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest or (vi) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(s) (i) or (vi), (A) the Common Holder shall inform the Holders of such Transfer prior to effecting it and (B) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder under this Agreement with respect to the transferred Equity Securities. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a “Common Holder” for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 3.2 and 2.2 3.3 of this Agreement, the first refusal rights of the Company and Company, the first refusal rights of the Remaining Holders and the co-sale rights of the Co-Sale Holders shall not apply to to: (ia) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor executor, or other fiduciary for the account of the Common Holder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s own self, or a charitable remainder trust, ; (iib) a repurchase the transfer of Equity Securities Ordinary Shares from a Common Holder by the Company at cost and Ideanew Profits Limited and/or Bentley Development Limited to Xx. Xx Jianqiu pursuant to an clause 6.1 of a letter agreement containing vesting and/or repurchase provisionsdated 12 December, 2005 and entered into between Xx. Xx Jianqiu, the Company, Ideanew Profits Limited and Bentley Development Limited (iiithe “Letter Agreement”); (c) any sale the transfer of Equity Securities Ordinary Shares from Xx. Xx Jianqiu to each of Ideanew Profits Limited, Bentley Development Limited (pursuant to the exercise clause 6.2 of the bring-along right set forth Letter Agreement), Po Sang Group Limited, Good Concept Investments Limited and Peace Shine Limited upon issuance of any Ordinary Shares so that such persons shall remain Shareholder of 10%, 5%, 5%, 1.5% and 1.5% (subject to proportional adjustments for any reduction in Section 4.6 their shareholdings after the date hereof) respectively at all times of that certain Second Amended the total number of Ordinary Shares in issue and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, outstanding; or (ivd) any sale of Equity Securities 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, ; (ve) any pledge the Transfer of Equity Securities Ordinary Shares Equivalents (as defined in Section 1.1) held by any Investor to any of its affiliates which that Investor controls or manages, directly or indirectly, whether by possessing the power to direct or cause the direction of the management policies of such an affiliate, through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise, provided, however, in the event that such transferees cease to be the affiliates of that Investor, such Ordinary Shares Equivalents (as defined in Section 1.1) must be transferred to that Investor or its affiliates forthwith; and (f) the Transfer of Ordinary Shares Equivalents (as defined in Section 1.1) held by any Investor in a Common Holder made distribution or series of related distributions to any of its members, shareholders or partners pursuant to a bona fide loan transaction that creates a mere security interest or (vi) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue CodeInvestor’s organizational documents; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(sclause (a), (b), (c), (e) or (f), (i) or (vi), (A) the Common Holder shall inform the other Holders of such Transfer prior to effecting it and (Bii) each such transferee or assignee, prior to the completion of the Transfer, shall have delivered a duly executed documents assuming the obligations Deed of Common Holder under this Agreement with respect Adherence (as defined in Section 1.1) as a condition precedent to the transferred Equity Securitiesany such Transfer. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a the “Common Holder” for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (ia) the Transfer for bona fide estate planning purposes of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common HolderShareholder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor executor, or other fiduciary for the account of the Common Holdera Shareholder’s spouse or members of the Common Holdera Shareholder’s immediate family, or to a trust for the Common Holdera Shareholder’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (ivb) any sale of Equity Securities 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, including without limitation the Initial Offering (vc) (i) with respect to any Shareholder (other than the Expedia Shareholder) as of the date hereof, any Transfer to such Shareholder’s Subsidiary, parent, partner, limited partner, retired partner, Shareholder or in the case of a Shareholder that is an investment fund, any investment fund which is affiliated or under common control with such Shareholder or (ii) with respect to the Expedia Shareholder, any Transfer to an Affiliate of the Expedia Shareholder, or (d) any pledge of Equity Securities held Transfer by a Common Holder made Management Shareholder to the Company pursuant to a bona fide loan transaction that creates a mere security interest or (vi) any bona fide gift to any charitable organization described in Section 501(c)(3) 4 of the Internal Revenue CodeInvestors’ Rights Agreement or pursuant to those certain Repurchase Letter Arrangements entered into between the Company and each of the Management Shareholders on December 19, 2011 and December 19, 2012; provided, however, that in the event of any transfer Transfer made pursuant to one of the exemptions provided by clause(s) (ia), (b) or (vi), (Ac) the Common Holder such Shareholder shall inform the Holders Board of Directors of such Transfer prior to effecting it and in the case of clauses (Ba) or (c) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder such Shareholder under this Agreement, the Investors’ Rights Agreement and the Voting Agreement with respect to the transferred Equity Securities; provided, further, however, that any Transfer by the Expedia Shareholder to Lodging Partner Services Sarl, a private limited company organized pursuant to the laws of Switzerland (“LPS”), shall not require notice to the Board of Directors and if such Transfer is effected, all references to the “Expedia Shareholder” in this Agreement, the Investors’ Rights Agreement and the Voting Agreement shall be deemed to be references to LPS and LPS will assume all obligations of Expedia, Inc. a Washington Corporation hereunder and thereunder. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a “Common Holder” Shareholder for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections Section 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (ia) the Transfer of Equity Securities by a Common Holder for estate planning purposesto another Founder, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common HolderFounder’s immediate familyfamily or other close relatives of such Founder, or to or by a custodian, trustee (including a trustee of a voting trust), executor executor, or other fiduciary for the account of the Common HolderFounder’s spouse or members of the Common HolderFounder’s immediate family, or to a trust for the Common HolderFounder’s own self, or a charitable remainder trust, or any bona fide gift, (iib) the sale by a repurchase Founder (as a selling stockholder) of any Equity Securities from in a Common Holder firm commitment underwritten initial public offering by the Company at cost and of shares of its common stock pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (iv) any sale of Equity Securities to the public pursuant to a effective registration statement filed with, and declared effective by, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in an offering with aggregate gross cash proceeds to the Company of not less than $15,000,000 (vbefore deduction of underwriters’ commissions and expenses) at a public offering price per share of not less than $3.65 (as adjusted for stock splits, stock dividends, combinations and the like) (a “Qualified IPO”), (c) any pledge of Equity Securities held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest or interest, and (vid) any bona fide gift transfer of Equity Securities pursuant to any charitable organization described in Section 501(c)(3) a statutory merger or statutory consolidation of the Internal Revenue CodeCompany with or into another corporation or corporations; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(sclauses (a), (b) and (c), (i) or (vi), (A) the Common Holder Founder shall inform the Holders Investors of such Transfer prior to effecting it and (Bii) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder the Founder under this Agreement with respect to the transferred Equity Securities. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a the “Common HolderFounder” for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (ia) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common HolderOrdinary Shareholder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor executor, or other fiduciary for the account of the Common HolderOrdinary Shareholder’s spouse or members of the Common HolderOrdinary Shareholder’s immediate family, or to a trust for the Common HolderOrdinary Shareholder’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iiib) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (iv) any offer or sale of Equity Securities 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, or other applicable laws and regulations in the relevant jurisdictions for such public offering, (vc) any Transfer of Equity Securities by an Ordinary Shareholder that is an entity to the current or former shareholders, partners or members which own a majority of the voting securities of such entity, (d) any Transfer of Equity Securities by an Ordinary Shareholder to another Ordinary Shareholder or (e) any pledge or other grant of a security interest in Equity Securities held by a Common Holder made pursuant to a bona fide loan or borrowing transaction that creates with a mere security interest commercial bank, finance company or (vi) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Codeother institutional lender; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(s) (ia), (b), (c), (d) or (vie), (Ai) the Common Holder Ordinary Shareholder shall inform the Holders Investors of such Transfer prior to effecting it and (Bii) in the event of any Transfer made pursuant to clauses (a), (c) or (e) only, each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder the Ordinary Shareholders under this Agreement with respect to the transferred Equity Securities. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a an “Common HolderOrdinary Shareholder” for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (i) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s spouse or other member of a Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of the Common Holder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 4 of that certain Second Amended and Restated Investors’ Rights Voting Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (iv) any sale of Equity Securities 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, or (v) any pledge of Equity Securities held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest or (vi) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(s) (i) or (viv), (A) the Common Holder shall inform the Holders of such Transfer prior to effecting it and (B) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder under this Agreement with respect to the transferred Equity Securities. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a “Common Holder” for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 3.2 and 2.2 3.3 of this Agreement, the first refusal rights of the Company and Company, the first refusal rights of the Remaining Holders and the co-sale rights of the Co-Sale Holders shall not apply to to: (ia) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor executor, or other fiduciary for the account of the Common Holder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s own self, or a charitable remainder trust, ; (iib) a repurchase the transfer of Equity Securities Ordinary Shares from a Common Holder by the Company at cost and Ideanew Profits Limited and/or Bentley Development Limited to Xx. Xx Jianqiu pursuant to an clause 6.1 of a letter agreement containing vesting and/or repurchase provisionsdated 12 December, 2005 and entered into between Xx. Xx Jianqiu, the Company, Ideanew Profits Limited and Bentley Development Limited (iiias supplemented by a supplemental letter agreement dated 16 February, 2006 between Xx. Xx Jianqiu, the Company, Ideanew Profits Limited and Bentley Development Limited) any sale (the “Letter Agreement”); (c) the transfer of Equity Securities Ordinary Shares from Xx. Xx Jianqiu to each of Ideanew Profits Limited, Bentley Development Limited (pursuant to the exercise clause 6.2 of the bring-along right set forth Letter Agreement), Po Sang Group Limited, Good Concept Investments Limited and Peace Shine Limited upon issuance of any Ordinary Shares so that such persons shall remain Shareholder of approximately 7.8%, 3.9%, 5%, 1.5% and 1.5% (subject to proportional adjustments for any reduction in Section 4.6 their shareholdings after the date hereof) respectively at all times of that certain Second Amended the total number of Ordinary Shares in issue and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, outstanding; or (ivd) any sale of Equity Securities 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, ; (ve) any pledge the Transfer of Equity Securities Ordinary Shares Equivalents (as defined in Section 1.1) held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest or (vi) any bona fide gift Investor to any charitable organization described in Section 501(c)(3) of its affiliates which that Investor controls or manages, directly or indirectly, whether by possessing the power to direct or cause the direction of the Internal Revenue Code; management policies of such an affiliate, through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise, provided, however, that in the event that such transferees cease to be the affiliates of that Investor, such Ordinary Shares Equivalents (as defined in Section 1.1) must be transferred to that Investor or its affiliates forthwith; (f) the Transfer of Ordinary Shares Equivalents (as defined in Section 1.1) held by any Investor in a distribution or series of related distributions to any of its members, shareholders or partners pursuant to that Investor’s organizational documents; and (g) the transfer of any transfer made pursuant Ordinary Shares held by Billion Ally International Limited (“Billion Ally”) to one any of its affiliates which Billion Ally or any of its group companies controls or manages, directly or indirectly, whether by possessing the power to direct or cause the direction of the exemptions provided by clause(s) (i) or (vi), (A) the Common Holder shall inform the Holders management policies of such Transfer prior an affiliate, through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise, provided, however, in the event that such transferees cease to effecting it and (B) each be the affiliates of Billion Ally, such transferee Ordinary Shares must be transferred to Billion Ally or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder under this Agreement with respect to the transferred Equity Securities. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a “Common Holder” for purposes of this Agreement.its affiliates forthwith;

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections Section 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (ia) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common Holder’s or Existing Investor’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor executor, or other fiduciary for the account of the Common Holder’s or Existing Investor’s spouse or members of the Common Holder’s or Existing Investor’s immediate family, or to a trust for the Common Holder’s or Existing Investor’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (ivb) any sale of Equity Securities 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, amended or (vc) any pledge the sale of Equity Securities held by a Common Holder made to certain of the New Investors pursuant to a bona fide loan transaction that creates a mere security interest or (vi) any bona fide gift to any charitable organization described in Section 501(c)(3) certain [Stock Purchase Agreement of the Internal Revenue Codeeven date herewith]; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(s) clause (i) or (via), (Ai) the Common Holder or Existing Investor shall inform the Holders of such Transfer prior to effecting it and (Bii) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of the Common Holder or Existing Investor under this Agreement or other applicable agreements with respect to the transferred Equity Securities. Such Except with respect to the Equity Securities transferred under clause (c) above (which Equity Securities shall no longer be subject to the first refusal rights of the Company and the first refusal and co-sale rights of the Holders), such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a the “Common Holder” or “Existing Investor,” as the case may be, for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (ia) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor executor, or other fiduciary for the account of the Common Holder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iiib) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (iv) any offer or sale of Equity Securities to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933or other applicable laws and regulations in the relevant jurisdictions for such public offering, as amended, or (vc) any pledge Transfer of Equity Securities held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest or (vi) any bona fide gift is an entity to any charitable organization described in Section 501(c)(3) Affiliate of such Holder or to the current or former shareholders, partners or members which own a majority of the Internal Revenue Codevoting securities of such Holder; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(s) (i) or (via), (Ab), or (c), (i) the Common Holder shall inform the Holders Investors of such Transfer prior to effecting it and (Bii) in the event of any Transfer made pursuant to clauses (a), or (c) only, each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder the Holders under this Agreement with respect to the transferred Equity Securities. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a “Common Holder” for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (i) the Transfer of Equity Securities by a Common Holder or a Major Holder for estate planning purposes, either during such Common Holder’s or a Major Holder’s lifetime or on death by will or intestacy intestacy, to such Common Holder’s or a Major Holder’s spouse or other member of a Common Holder’s or a Major Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of the Common Holder’s or a Major Holder’s spouse or members of the Common Holder’s or a Major Holder’s immediate family, or to a trust for the Common Holder’s or a Major Holder’s own self, or to a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at a price not higher than cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (iv) any sale of Equity Securities 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 amendedamended (an “Initial Offering”), (v) any pledge of Equity Securities held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest or (viiv) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code; provided, however, that in the event of any transfer Transfer made pursuant to one of the exemptions provided by clause(s) (i) or (viiv), (A) the Common Holder or Major Holder, as applicable, shall inform the Holders of such Transfer prior to effecting it and (B) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of the Common Holder or Major Holder, as applicable, under this Agreement with respect to the transferred Equity Securities. Such Except with respect to the Equity Securities transferred under clause (ii) or (iii) above (which Equity Securities shall no longer be subject to the first refusal rights of the Company and the first refusal and co-sale rights of the Holders), such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a “Common Holder” or a “Major Holder”, if and as applicable, for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections Section 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders and first refusal rights of the Company shall not apply to (ia) in the case of a company, corporation or a partnership, the Transfer of Equity Securities to any members, shareholders or partners thereof (a member, shareholder or partner of a company, corporation or partnership that is a stockholder of the Company is referred to as an “Indirect Stockholder”) or to any entity controlled by, controlling or under common control with the transferor, (b) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common Holder’s immediate familyfamily (as defined below), or to a custodian, trustee (including a trustee of a voting trust), executor executor, or other fiduciary for the account of the Common Holder’s or an Indirect Stockholder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s or Indirect Stockholder’s own self, or a charitable remainder trust, or (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (ivc) any sale of Equity Securities 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, (v) any pledge of Equity Securities held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest or (vi) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(s) clauses (i) or (via), (Ab), or (c) the Common transferring Holder shall inform all other Holders and the Holders Company in writing of such Transfer prior to effecting it and (Bii) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common the transferring Holder under this Agreement with respect to the transferred Equity Securities. Such Except with respect to the Equity Securities transferred under clause (c) above (which Equity Securities shall no longer be subject to the first refusal rights of the Company and first refusal rights of the Holders), such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a “Common Holder” for purposes of this Agreement. For purposes of this Section 2.4, “Holder’s immediate family” shall include any spouse, father, mother, sibling, lineal descendant of spouse or lineal descendant of the Holder or of an Indirect Stockholder.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (i) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s spouse or other member of a Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of the Common Holder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-bring- along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (iv) any sale of Equity Securities 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, (v) any pledge of Equity Securities held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest or (vi) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(s) (i) or (vi), (A) the Common Holder shall inform the Holders of such Transfer prior to effecting it and (B) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder under this Agreement with respect to the transferred Equity Securities. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a “Common Holder” for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (ia) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of the Common Holder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (ivb) any sale of Equity Securities 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, (vc) any Transfer or Transfers by a Common Holder which in the aggregate, over the term of this Agreement, amount to no more than five percent (5%) shares of Common Stock (including shares of Common Stock underlying other Equity Securities) held by such Common Holder as of the date hereof (as adjusted for stock splits, combinations, dividends, recapitalizations and the like), (d) any pledge of Equity Securities held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest or (vie) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(s) (ia), (c), (d) or (vie), (Ai) the Common Holder shall inform the Holders Investors of such Transfer prior to effecting it and (Bii) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder under this Agreement with respect to the transferred Equity Securities. Such Except with respect to the Equity Securities transferred under clause (b) above (which Equity Securities shall no longer be subject to the first refusal rights of the Company and the first refusal and co-sale rights of the Holders), such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a “Common Holder” for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. (a) Notwithstanding the provisions of Sections Section 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and the first refusal rights and the co-sale rights of the Common Holders and the Preferred Holders, as applicable, shall not apply to (ia) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common Holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor executor, or other fiduciary for the account of the Common Holder’s spouse or members of the Common Holder’s immediate family, or to a trust for the Common Holder’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (ivb) any sale of Equity Securities to the public pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, (vthe “Securities Act”), (c) any pledge a Transfer of Equity Securities held by a Common Holder made pursuant that is an entity to a bona fide loan transaction that creates a mere security interest the current or former shareholders, partners or members of such entity, or (vid) any bona fide gift transfer by Capital River Group Limited of up to any charitable organization described in Section 501(c)(3) 7,675,222 Common Shares to current or former employees of the Internal Revenue CodeCompany; provided, however, that in the event of any transfer Transfer made pursuant to one of the exemptions provided by clause(s) clauses (ia), (b), (c) or (vid), (Ai) the Common Holder shall inform the Holders Investors of such Transfer prior to effecting it and (Bii) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of the Common Holder under this Agreement with respect to the transferred Equity Securities. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a the “Common Holder” for purposes of this Agreement.

Limitations to Rights of Refusal and Co-Sale. Notwithstanding the provisions of Sections 2.1 and 2.2 of this Agreement, the first refusal rights of the Company and first refusal and co-sale rights of the Holders shall not apply to (ia) the Transfer of Equity Securities by a Common Holder for estate planning purposes, either during such Common Holder’s lifetime or on death by will or intestacy to such Common Holder’s any spouse or other member of a Common HolderFounder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor executor, or other fiduciary for the account of the Common HolderFounder’s spouse or members of the Common HolderFounder’s immediate family, or to a trust for the Common HolderFounder’s own self, or a charitable remainder trust, (ii) a repurchase of Equity Securities from a Common Holder by the Company at cost and pursuant to an agreement containing vesting and/or repurchase provisions, (iii) any sale of Equity Securities pursuant to the exercise of the bring-along right set forth in Section 4.6 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the other parties thereto, as may be amended from time to time, (ivb) any sale of Equity Securities 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, resulting in the automatic conversion of the Preferred Stock of the Company into Common Stock pursuant to the Company’s Amended and Restated Certificate of Incorporation (vas amended from time to time) (a “Qualified Public Offering”), (c) any pledge Transfer or Transfers by a Founder which in the aggregate, over the term of this Agreement, amount to no more than five percent (5%) of the shares of Equity Securities held by a Common Holder made pursuant to a bona fide loan transaction that creates a mere security interest such Founder as of the date hereof (as adjusted for stock splits, dividends and the like) or (vid) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code; provided, however, that in the event of any transfer made pursuant to one of the exemptions provided by clause(s) above other than clause (b), (i) or (vi), (A) the Common Holder Founder shall inform the Holders Investors of such Transfer prior to effecting it and (Bii) each such transferee or assignee, prior to the completion of the Transfer, shall have executed documents assuming the obligations of Common Holder the Founder under this Agreement, the Amended and Restated Voting Agreement and the Amended and Restated Investor’s Rights Agreement, each dated as of even date hereof, with respect to the transferred Equity Securities. Such transferred Equity Securities shall remain “Equity Securities” hereunder, and such pledgee, transferee or donee shall be treated as a the “Common HolderFounder” for purposes of this Agreement.