Common use of Prohibited Transfers Clause in Contracts

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreement.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% Each Stockholder agrees that it or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder he shall procure its Founder Holding Companies not to, Transfer any of its or his Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the holders of at least 75% in interest of the Preferred Majority on or prior Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Qualified Initial Public Offering. Any Stockholder may Transfer or attempted Transfer by a Founder Holding Company all or any of its Permitted Transferees Shares to a member of its Group and, in violation the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Section 4 shall be void Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby agrees it also so agrees; provided, however, that this restriction will not effect such Transfer. For the avoidance apply to transfers permitted under Section 3.3(b). (d) Each Transfer of doubt, subject to Shares which is permitted by Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees 3 of this Stockholders' Agreement shall be entitled toby written agreement (the "Transfer Agreement"), without any prior written consents of in a form reasonably satisfactory to the Preferred MajorityCompany and its counsel, Transfer up pursuant to 15% of all Shares (on a fully diluted and as-converted basis) as at which the date hereof held by such Founder Holding Company, to any Person transferee (other than a Restricted PersonStockholder who is already a party to this Stockholders' Agreement) at any time following the date agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. Unless disclosed in and until the Transaction DocumentsIRR Release Date has occurred, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, Management Stockholders shall not Transfer any Restricted Stock other than (a) to the Company as long permitted or required under this Agreement as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer it relates to any Shares to a Restricted Person without the prior written consent of TencentForfeiture, (b) except for Transfers by as permitted below, to a Founder Holding Company Permitted Transferee, (c) pursuant to its Permitted Transferees as provided the “Defaulting Investor” provisions contained in Section 4.6, none 2.3 of the Founder Holding Companies Founders Subscription Agreement or their respective Permitted Transferees shallupon the Company’s exercise of RESTRICTED STOCK AGREEMENT remedies under the stock pledge agreement executed by the Management Stockholder pursuant to the Founders Subscription Agreement, (d) following a Change of Control Liquidity Event, as contemplated by and in accordance with Section 4.04 of the Stockholders Agreement, and each Founder (e) in a Corporate Transaction, provided that the proceeds received in such Corporate Transaction shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him be deemed to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation be Restricted Stock for purposes of this Section 4 shall be void Agreement and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 the terms and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date provisions of this Agreement. Additionally, the Management Stockholder shall not Transfer any shares of Restricted Stock except in compliance with the terms of the Stockholders Agreement. As a condition to any Transfer to a Permitted Transferee, each Permitted Transferee to whom shares of Restricted Stock are transferred must, as a condition precedent to such Transfer, acknowledge in writing to the Company that such person agrees to be bound by the terms and conditions of this Agreement to the same extent as such shares would be so subject if retained by the Management Stockholder. The Company shall not transfer on its books any shares of its capital stock that are subject to this Agreement unless the provisions of this Agreement and the Stockholders Agreement applicable thereto have been complied with in full. Any purported transfer by a Management Stockholder of capital stock of the Company without full compliance with such provisions hereof and thereof shall be null and void.

Prohibited Transfers. Unless disclosed (a) Except with the prior written consent of the Board of Directors (which consent may be withheld in the Transaction Documentssole discretion of the Board of Directors), each Founder hereby represents no Stockholder shall Transfer any Shares if the Board of Directors determines in its sole discretion that such Transfer (i)(A) would, if effected (after taking into account any other proposed Transfers that have been consented to each Investor that he by the Board of Directors but not yet made), result in the Company having 2,000 or she is more holders of record (or 500 or more holders of record who are not “accredited investors”) (as such concepts are defined for purposes of Section 12(g) of the 100% percent legal Exchange Act and beneficial owner any relevant rules promulgated thereunder) of his any class of capital securities of the Company or her respective Founder Holding Company(ies(B) would, if effected, cause the Company to be required to register under the Exchange Act the class of Shares proposed to be Transferred, unless, in any such case, at the time of such Transfer, such class of securities proposed to be Transferred was, prior to such proposed Transfer, already required to be registered under the Exchange Act or (ii) would, if effected, result in such Shares being beneficially owned by a Competitor (any such Transfer described in clauses (i) or (ii) a “Prohibited Transfer”). A Prohibited Transfer purported to be effected without the consent of the Board of Directors and any Transfer (for the avoidance of doubt, including a Prohibited Transfer) purported to be effected without notice to the Company as required by Section 2.5(b) shall, in each case, be null and void ab initio. (b) Notwithstanding anything to the contrary herein, in addition to the required notice provisions under Article II and Article III this Agreement, at least ten (a10) as long as Tencent days prior to the Transfer of any Shares (together except in connection with its Affiliates) holds 5% or more a Sale Transaction), any Stockholder intending to make a Transfer shall deliver a written notice to the Company disclosing in reasonable detail the proposed class and number of Shares proposed to be Transferred, the terms and conditions of the Company’s total outstanding Shares (on an as-converted proposed Transfer and fully diluted basis)the identity, none line of business and address of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, prospective Transferee(s). In the event that the Board of Directors determines that the proposed Transfer any Shares to constitutes a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Prohibited Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person if effected without the prior written consent of the Preferred Majority on or prior Board of Directors, the Company shall deliver written notice of such determination to a Qualified Initial Public Offeringthe applicable Transferor as soon as practicable (but in any event within ten (10) days after delivery of the notice referenced in the immediately preceding sentence to the Company). Any Transfer or attempted Transfer Failure of the Company to give any notification required by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 2.5(b) shall be void and not affect the Company hereby agrees it will not effect such Transfer. For the avoidance lack of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without validity of any prior written consents purported Transfer of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this AgreementShares.

Prohibited Transfers. Unless disclosed At all times while this Agreement is in effect, except pursuant to a Permitted Transfer within the Transaction Documentsmeaning of Section 2.1(b)(ii) or Section 2.1(b)(iv), each Founder hereby represents the Cinven Shareholders agree not to each Investor Transfer any Shares, including Beneficial Ownership of any Shares, to any Concordia Competitor or to any Activist Investor, including pursuant to any Transfer otherwise permitted by Section 2.2 or Section 2.3. Concordia and Cinven may from time to time, acting reasonably and in good faith, agree in writing to any additional Person or Persons to be added to the list of Concordia Competitors in Schedule B and/or to the list of Activist Investors in Schedule A and thereafter such Person or Persons shall be deemed to be “Concordia Competitors” or “Activist Investors” (as the case may be) for the purposes of this Agreement. The Parties agree that he Cinven will not object to the inclusion of any Person on Schedule A if Concordia in good faith believes that such Person meets the requirements of any subclause of clause (a) of the definition of “Activist Investor”. Cinven may request that Concordia remove a Person from Schedule A if Cinven reasonably believes that the Person is no longer an Activist Investor, in which case Concordia will remove such Person from Schedule A if Concordia in good faith determines based on publicly-available information that such Person no longer meets the requirements of clause (a) of the definition of “Activist Investor”. Notwithstanding the foregoing, the Cinven Shareholders shall not be deemed to have breached their obligations under this Section 2.4 with respect to a Transfer of Shares to any Person provided that such Transfer is not specifically directed by any Cinven Shareholder to be made to a particular counterparty or she counterparties and no Cinven Shareholder reasonably believes after reasonable enquiry, as of the date of such Transfer, that the Transfer is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies)will be to any Concordia Competitor or Activist Investor. Notwithstanding anything to the contrary contained herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)at all times while this Agreement is in effect, none of the Founder Holding Companies shallCinven Shareholders shall Transfer, and each Founder shall procure its Founder Holding Companies not toor cause or permit the Transfer of, Transfer any Shares to in connection with any take-over bid, tender offer, exchange offer, merger, amalgamation, arrangement, reorganization or other business combination or other similar transaction unless it is a Restricted Person without Permitted Transfer within the prior written consent meaning of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreement2.1(b)(ii).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) Except for transfers to his Permitted Transferees as long as Tencent (together with its Affiliates) holds 5% or more provided in Section 4.5 above, none of the Company’s total Founders, or their Permitted Transferees shall, without the prior written consent of (i) the Series A Holder holding at least a majority of the Series A Shares and applicable Conversion Shares then outstanding Shares (on an as-converted and fully diluted basis), none (ii) the Series B Holders holding at least a majority of the Founder Holding Companies shall, Series B Shares and each Founder shall procure its Founder Holding Companies not to, Transfer any applicable Conversion Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares then outstanding (on a fully diluted and an as-converted basis), (iii) as the Series C Holders holding at least a majority of the date hereof Series C Shares and applicable Conversion Shares then outstanding (on an as-converted basis), and (iv) the Series C1 Holders holding at least a majority of the Series C1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (v) the Series D Holders holding at least a majority of the Series D Shares and applicable Conversion Shares then outstanding (on an as-converted basis), and (vi) the Series D1 Holders holding at least a majority of the Series D1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or series of transactions any Company’s Equity Securities now or hereafter held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Notwithstanding the foregoing, each of the Founders shall be entitled to sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or series of transactions up to three percent (3%) in the aggregate of all of the Ordinary Shares it holds in the Company as of the date of this Agreement to any other third parties. (b) Any Transfer or attempted Transfer attempt by a Founder Holding Party to sell or transfer any Equity Securities of the Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For a transfer nor will it treat any alleged transferee as the avoidance holder of doubtsuch Equity Securities without the written consent of, subject to Section 4.1, Sections 4.2 and Section 4.5 above, (i) the Series A Holders holding at least a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents majority of the Preferred Majority, Transfer up to 15% of all Series A Shares and applicable Conversion Shares then outstanding (on a fully diluted and an as-converted basis), (ii) as the Series B Holders holding at least a majority of the date hereof held by such Founder Holding CompanySeries B Shares and applicable Conversion Shares then outstanding (on an as-converted basis), to any Person (other than iii) the Series C Holders holding at least a Restricted Personmajority of the Series C Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (iv) the Series C1 Holders holding at any time following least a majority of the date Series C1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (v) the Series D Holders holding at least a majority of this Agreementthe Series D Shares and applicable Conversion Shares then outstanding (on an as-converted basis), and (vi) the Series D1 Holders holding at least a majority of the Series D1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) The Stockholder shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of all or any of his Shares except (i) Vested Shares, as long defined in Section 3(b), (ii) to the Company or (iii) as Tencent expressly provided in this Agreement. Notwithstanding the foregoing, the Stockholder may transfer all or any of his Shares (together i) by way of gift to any member of his family or to any trust for the benefit of any such family member or the Stockholder, provided that any such transferee shall agree in writing with its Affiliates) holds 5% or more the Company, as a condition to such transfer, to be bound by all of the Company’s total outstanding Shares provisions of this Agreement to the same extent as if such transferee were the Stockholder, or (on an as-converted ii) by will or the laws of descent and fully diluted basis)distribution, none in which event each such transferee shall be bound by all of the Founder Holding Companies shallprovisions of this Agreement to the same extent as if such transferee were the Stockholder. As used herein, and each Founder the word "family" shall procure its Founder Holding Companies not toinclude any spouse, Transfer any Shares to a Restricted Person without the prior written consent of Tencentlineal ancestor or descendant, brother or sister. (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided The Stockholder agrees that in Section 4.6connection with any underwritten public offering of Common Stock, none upon the request of the Founder Holding Companies Company or their respective Permitted Transferees shallthe principal underwriter managing such public offering, and each Founder shall procure its Founder Holding Companies the Shares may not be sold, offered for sale or its Permitted Transferees not to, Transfer more than 15% otherwise disposed of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any such underwriter, as the case may be, for at least 180 days after the effectiveness of its Permitted Transferees the registration statement filed in violation connection with such offering, or such longer period of time as the Board of Directors of the Company may determine if all of the Company's directors, officers and affiliates agree to be similarly bound. This Section 2(b) shall expressly survive a termination of this Agreement pursuant to Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreementhereof.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). (a) Notwithstanding anything to the contrary contained herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of at any time commencing from the Company’s total outstanding Shares (on an as-converted and fully diluted basis)date hereof, none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6Kingsoft, none of the Founder Holding Companies shareholders of the Company (except for Kingsoft) may, directly or their respective Permitted Transferees shallindirectly, and each Founder shall procure its Founder Holding Companies sell, assign, transfer, pledge, hypothecate, mortgage, encumber or its Permitted Transferees not to, Transfer more than 15% otherwise dispose through one or a series of all Shares (on a fully diluted and as-converted basis) as at transactions any equity interests in the date hereof Company held by it, her or him it to any Person who is a Competitor. For the avoidance of any doubt, the transfer restrictions herein shall not be capable of being avoided by the holding of any securities in any Person indirectly through a company or other entity that can itself be sold or transferred in order to dispose of an interest in such securities in such Person free of such restrictions. (b) Notwithstanding anything to the contrary contained herein, except for any transfer of shares or other equity interest pursuant to and in compliance with the Officer Restricted Share Agreement, none of the Officer Holdco or the Officer shall, without the prior written consent of Kingsoft and the IDG Investor and holders of at least 66% of the then issued and outstanding Series C Preferred Majority Shares and holders of at least 66% of the then issued and outstanding Series D Preferred Shares and Series D+ Preferred Shares (voting together on an as-converted basis), directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest in the Company held directly or indirectly by the Officer Holdco and/or such Officer to any Person. (c) Notwithstanding anything to the contrary contained herein and subject to Section 4.5(b), except for any transfer of shares or other equity interest pursuant to and in compliance with the Management Restricted Share Agreement and ESOP, none of the Management Holdco or the Management shall, without the prior written consent of Kingsoft, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest in the Company held directly or indirectly by such Management Holdco and/or such Management to a Qualified Initial Public Offeringany Person; provided that any such transaction involving equity interest in the Company held directly or indirectly through the Management Holdco by Xx. XXXX Yulin (王育林) shall be subject to the prior written consent of the IDG Investor. (d) Any Transfer or attempted Transfer attempt by a Founder Holding party to sell or transfer any direct or indirect equity interest of the Company or any of its Permitted Transferees in violation of this Section 4 shall be void and each of the Company Company, the Officer Holdco and the Management Holdco hereby agrees it will not effect such Transfer. a transfer nor will it treat any alleged transferee as the holder of such equity interest. (e) For the avoidance of doubt, any sale, transfer or other disposition of the Company securities directly or indirectly held by the shareholders of the Company (including without limitation any Shares and shares of the Officer Holdco and the Management Holdco) in compliance with this Section 4.5 (except for the exempted transfer as provided in Section 4.4 above) shall nevertheless be subject to the right of first refusal under Section 4.1, Sections the right of first offer under Section 4.2 and the tag-along right under Section 4.3. (f) For the avoidance of doubt, the right of first offer under Section 4.2, the tag-along right under Section 4.3 and the transfer restrictions under this Section 4.5 above, a Founder Holding Company or its Permitted Transferees and Section 4.6 applicable to the CIIF Investor shall be entitled to, without any prior written consents not apply to the transfer of the Preferred Majority, Transfer up to 15% partnership interest in the CIIF Investor or the direct or indirect beneficial ownership in its partners; provided that such transfer shall not result in the Control of all the Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, the CIIF Investor by a Competitor in any way or the fact that the CIIF Investor ceases to any Person operate under the trade name of China Internet Investment Fund (other than a Restricted Person) at any time following the date of this Agreement中国互联网投资基金).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more None of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of Founders or the Founder Holding BVI Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent(i) the holders of more than fifty percent (50%) of the Preferred Shares (voting together as a single class on as-converted basis), (bii) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none the holders of more than seventy-five percent (75%) of the Founder Holding Companies Series C Preferred Shares or their respective Permitted Transferees shallpermitted assigns (voting together as a single class on as-converted basis), and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer (iii) the holders of more than 15% fifty percent (50%) of all the Series D Preferred Shares (voting together as a single class on a fully diluted and as-converted basis) and (iv) the holders of more than fifty percent (50%) of the Series E Preferred Shares (voting together as at the date hereof a single class on as-converted basis) or their permitted assigns, directly or indirectly sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Company securities held by itthe Founders and the BVI Companies, her or him to any Person without the prior written consent of the Preferred Majority person on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer attempt by a Founder Holding Company party to sell or any of its Permitted Transferees transfer such Ordinary Shares held by the Founders or the BVI Companies in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For a transfer nor will it treat any alleged transferee as the avoidance holder of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company such shares without the written consent of all the Preferred Shareholders or its Permitted Transferees shall be entitled to, without any prior written consents permitted assigns. No shareholders of the Company will transfer any Ordinary Shares or Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following person unless such transferee agrees to be bound by the date terms of this Agreement.Agreement pursuant to the Deed of Adherence in the form attached hereto as Exhibit C.

Prohibited Transfers. Unless disclosed in the Transaction Documents9.1 Any person who holds, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be becomes entitled to, without any prior written consents Share shall not effect a Transfer of such Shares except a Transfer in accordance with Clause 10, Clause 12, Clause 13, Clause 14 or Clause 15, and provided further that no Transfer of Shares may be made to any Pre-emption Restricted Person under any circumstances (regardless of whether such Transfer would otherwise comply with Clause 10 or Clauses 12 to 15 (inclusive)). 9.2 For the purpose of ensuring compliance with this Clause 9, the Company may require any Shareholder to procure that (i) he/she/it or (ii) such other person as is reasonably believed to have information and/or evidence relevant to such purpose provides to the Company any information and/or evidence relevant to such purpose and failing such information and/or evidence being provided the Board may notify the relevant Shareholder (for the purposes of this Clause 9, the “Defaulting Shareholder”) that a breach of the Preferred MajorityTransfer provisions of this Agreement is deemed to have occurred, whereupon: 9.2.1 the Company shall refuse to register any Transfer up of the Relevant Shares; 9.2.2 the Relevant Shares shall cease to 15% of all Shares confer on the holder thereof (or any proxy thereof) any rights: (i) to vote (whether on a fully diluted show of hands or on a poll and as-converted basiswhether exercisable at a general meeting of the Company or at a separate meeting of the class in question); or (ii) as at the date hereof held by such Founder Holding Company, to any Person receive dividends or other distributions (other than the issue price of the Relevant Shares upon a Restricted Person) return of capital), otherwise attaching to the Relevant Shares or to any further Shares issued pursuant to the exercise of a right attaching to the Relevant Shares or in pursuance of an offer made to the relevant holder; and 9.2.3 the Defaulting Shareholder may be required at any time following such notice to Transfer (or procure the date Transfer of) some or all of this Agreementthe Relevant Shares in accordance with Clause 15.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder Employee agrees that he shall procure its Founder Holding Companies not to, Transfer any of his Shares which are subject to a Restricted Person without the prior written consent repurchase pursuant to Section 3 above at any time. Employee further agrees that he shall not Transfer any of Tencent, (b) except for Transfers by a Founder Holding Company his Shares which are no longer subject to its Permitted Transferees as provided in repurchase pursuant to Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person 3 above without the prior written consent of the Preferred Majority on or prior to holders of a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents majority of the Preferred Majority, Transfer up to 15% of all outstanding Common Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Companythe Stockholders, except as provided for in Section 5.2. (b) Notwithstanding anything to the contrary contained herein, Employee (and any permitted transferee of Employee) may Transfer all of its, his or her Shares: (i) if the stockholder is a limited partnership or a trust, to any Person member of the Group of which Employee (other than or such permitted transferee) is a Restricted Person) at any time following member; provided, that such transferee shall agree in writing with the date -------- Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a corporation, to any member of its Group; provided, that such transferee shall -------- agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) to any member of the Family of Employee (or such permitted transferee); provided, -------- that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family -------- ------- trusts shall be non-transferable; and (iv) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the deceased Employee (or permitted transferee). (c) If requested in writing by the managing underwriters, if any, of any Public Offering, Employee agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Corporation hereby also so agrees; provided, however, that this restriction will -------- not apply to transfers permitted under Section 5.1(b) provided such transferee agrees to be bound by the restriction contained in this Section 5.1(c). Notwithstanding the foregoing, in the event that Employee shall have accepted an offer to purchase Offered Shares (as defined below) which have been offered pursuant to Section 5.2(a), Employee shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the restrictions -------- contained in this Section 5.1(c).

Prohibited Transfers. Unless disclosed Any attempted Transfer of Corporation Securities prior to the Restriction Release Date, or any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Restriction Release Date, shall be prohibited and void ab initio insofar as it purports to transfer ownership or rights in respect of such stock to the purported transferee of a Prohibited Transfer (a “Purported Transferee”) (i) if the transferor is a Substantial Stockholder or such Transfer results in a decrease in the Transaction Documents, each Founder hereby represents to each Investor that he Percentage Stock Ownership of any Substantial Stockholder or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything (ii) to the contrary hereinextent that, as a result of such Transfer (a) as long as Tencent (together with its Affiliates) holds 5% or more any series of the Company’s total outstanding Shares (on an as-converted and fully diluted basisTransfers of which such Transfer is a part), none either (1) any Person (including any group of Persons) shall become a Substantial Stockholder other than by reason of Treasury Regulation section 1.382-2T(j)(3) or any successor to such regulation or (2) the Founder Holding Companies shallPercentage Stock Ownership interest of any Substantial Stockholder shall be increased; provided, and each Founder however, that this Section 6(b) shall procure its Founder Holding Companies not apply to, nor shall any other provision in this Certificate of Incorporation prohibit, restrict or limit in any way, the Transfer any Shares of Corporation Securities in accordance with the Agreement and Plan of Merger among AMR Corporation, US Airways Group, Inc. and AMR Merger Sub, Inc. dated as of February 13, 2013 and the distribution of Corporation Securities pursuant to a Restricted Person without the prior written consent [Plan of TencentReorganization]3; provided, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided further, that the restrictions in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder 6(b)(i) shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at no longer apply following the date hereof held by itthat is three years and six months following the Effective Date. Nothing in this Section 6 shall preclude the settlement of any transaction with respect to the Corporation Securities entered into through the facilities of a national securities exchange; provided, her or him however, that the Corporation Securities and parties involved in such transaction shall remain subject to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation provisions of this Section 4 6 in respect of such transaction. Unless a transferor that is not a Substantial Stockholder at the time of the Transfer has actual knowledge that a Transfer by it is prohibited by this Section 6, (i) such transferor shall be void have no liability to the Corporation in respect of any losses or damages suffered by the Corporation as a result of such Transfer and the Company hereby agrees it will not effect Corporation shall have no cause of action or rights against such Transfer. For transferor in respect of such losses or damages, and (ii) such transferor shall have no liability to the avoidance respective transferee in respect of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company any losses or its Permitted Transferees shall be entitled to, without any prior written consents damages suffered by such transferee by virtue of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date operation of this AgreementSection 6.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder (a) Each Shareholder hereby represents to each Investor agrees that he it shall not Transfer all or she is the 100% percent legal and beneficial owner any of his or her respective Founder Holding Company(ies). Notwithstanding anything its Stock except to the contrary herein, (a) Company or as long as Tencent (together with its Affiliates) holds 5% or more of expressly provided in this Agreement. No Transfer shall be effective and the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shallCompany shall not, and each Founder shall procure its Founder Holding Companies not be compelled to, recognize any Transfer or record any Shares Transfer on their books made other than in accordance with the terms of this Agreement, or issue any certificate representing any Stock to any Person who has received such Stock in a Restricted Transfer made other than in accordance with the terms of this Agreement or to any Person without the prior written consent of Tencent, who has not delivered to it an executed Counterpart. (b) Each Shareholder shall be permitted to Transfer its Stock to any Affiliate of such Shareholder without compliance with Section 4 hereof, provided that any such transferee shall, as a condition to such Transfer, execute a Counterpart and thereafter the transferee shall be treated as a Shareholder for all purposes under this Agreement; and provided further that if the Notes (as defined in the Mezzanine Agreement) shall be bearing interest at thirteen and one-half percent (13.5%) pursuant to Section 2.06(b) of the Mezzanine Agreement, then, until such Notes shall be redeemed, Holdings shall not be permitted to transfer any of its Common Stock except for Transfers by a Founder Holding Company to its members and then only if the members agree in writing to be bound by the terms of Section 2.06(b) of the Mezzanine Agreement (imposing transfer restrictions). (c) Each Individual Investor shall be permitted to Transfer all or any of his Stock to such Individual Investor's Permitted Transferees without compliance with Section 4 hereof, provided that such Permitted Transferee executes a Counterpart, and, except in the case of a Transfer occasioned as provided in Section 4.6, none a result of the Founder Holding Companies death of an Individual Investor: (i) notwithstanding such Transfer, the Individual Investor making such Transfer shall remain jointly and severally liable for any breach by the Permitted Transferee of the provisions of this Agreement; and (ii) any Individual Investor who Transfers any or their respective all of his Stock to a Permitted Transferees Transferee shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at except with the date hereof held by it, her or him to any Person without the prior written consent of the holders of a majority of the Shares other than the Shares of the Transferring Individual Investor, retain the right to vote the transferred Stock on any matter on which such Stock is entitled to vote under the provisions of the applicable Company's Certificate of Incorporation. (d) Notwithstanding this Section 2, the Individual Investors and Holdings shall be permitted to pledge their shares in favor of The First National Bank of Boston, as Administrative Agent, pursuant to the Management Pledge Agreement and the Parent Pledge Agreement, both dated the date hereof. (e) Notwithstanding this Section 2, any Individual Investor shall be permitted to pledge his shares of Class C Preferred Majority on or Stock to a lender to the pledging Individual Investor provided that (i) prior to completing the pledge, the lender undertakes in a Qualified Initial Public Offering. Any Transfer writing (in form and substance acceptable to the lender and the Company) delivered to the Company that (A) such lender is prohibited from selling or attempted Transfer by a Founder Holding Company syndicating all, or any portion of its Permitted Transferees the debt obligation secured by the pledge, and (B) in violation the event of this any default on the debt secured by such pledge, all or any portion of the pledged shares (as determined by the Company) may be purchased by the Company for a price equal to the lowest of (1) the aggregate Stated Value of the shares being purchased, (2) the Fair Market Value (as determined under procedures comparable to those set forth in Section 4 shall be void 6(d) hereof with decisions as to choice of the valuation determiner being made by the Representative and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents Lender) of the Preferred Majorityshares being purchased, Transfer up or (3) the unpaid principal, plus accrued interest, plus all other amounts accrued and owing to 15% the lender in respect of all Shares such indebtedness, secured by the pledge, (on a fully diluted ii) if Xxxxxx Xxxxxxxx is the borrower and as-converted basispledgor, the Consulting Agreement will terminate in the event the lender executes against, or otherwise obtains an ownership interest in, the pledged shares or their proceeds, (iii) as at if any other Individual Investor is the date hereof held borrower and pledgor, the Management Agreement, if any, of such Individual Investor will terminate in the event the lender executes against, or otherwise obtains an ownership interest in, the shares pledged by such Founder Holding Companythat Individual Investor or their proceeds, to any Person and (other than a Restricted Personiv) at any time following the date lender is an institution normally engaged in the business of this Agreementmaking commercial loans.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of Except for the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company the Transferor to its the Permitted Transferees as provided in Section 4.65.4 above, none the Key Persons, the Restricted Shareholders and MCL shall not, and shall cause the management of the Founder Holding Companies or their respective Permitted Transferees shall, Company who holds any Share of the Company and each Founder shall procure its Founder Holding Companies or its the Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent consents of the Majority Preferred A Holders, the Majority on Preferred B Holders, the Majority Preferred C Holders, the Majority Preferred D Holders, the Majority Preferred E Holders and the Majority Preferred F Holders, Transfer any Equity Securities now or hereafter held by him/her or it to any Person prior to a consummation of the Qualified Initial Public Offering. IPO. (b) Any attempt by any Transferor to Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees Equity Securities in violation of this Section 4 5 shall be void and the Company hereby agrees it will not effect such Transfer. a Transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consents of the Majority Preferred A Holders, the Majority Preferred B Holders, the Majority Preferred C Holders, the Majority Preferred D Holders, the Majority Preferred E Holders and the Majority Preferred F Holders. (c) For the avoidance of any doubt, subject to Sections 5.5(e) and 5.5(f) below, any Transfer of the Preferred Shares (or the Class A Ordinary Shares that have been converted from such Preferred Shares) by the Investors and the Transfer of the Class A Ordinary Shares by IW or XXXX Xxxx (羊东) shall not be subject to any restrictions or limitations, including but not limited to any right of first refusal, co-sale rights, or other contractual conditions or restrictions, provided that, without the prior written consent of ZHOU Yuan (周源), the transferee of the foregoing Transfer shall not be the Restricted Person of the Company. Each Non-Restricted Shareholder (as defined below) shall cause its transferee(s) of Shares to, prior to the completion of any such transfer, agree in writing to join this Agreement and assume the obligations of such Non-Restricted Shareholder under this Agreement with respect to the transferred Shares or Equity Securities of the Company. (d) With respect to any Transfer pursuant to Section 4.1, Sections 4.2 and Section 4.5 5.5(c) above, a Founder Holding the Company and each Shareholder shall (and shall procure the Directors appointed by them to) promptly and unconditionally approve the Transfer of Shares by the Investors (if and only if the consent or its Permitted Transferees approval is required by applicable Laws for such share transfer) for so long as such Transfer is not in violation of applicable Laws and this Agreement and promptly effect such share transfer. Notwithstanding anything to the contrary in this Agreement, each Investor may freely Transfer any Preferred Shares (or the Class A Ordinary Shares that have been converted from such Preferred Shares) to any Affiliate. All rights, privileges, power and interests of any Investor under the Transaction Documents could, at the sole discretion of such Investor, be assigned or transferred to such transferee(s) of such Investor upon the consummation of transfer by such Investor of the Shares, and such transferee(s) of such Investor shall be entitled toto such rights, without privileges, power and interests as if such transferee(s) were a signing party to this Agreement and any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this AgreementTransaction Document.

Prohibited Transfers. Unless disclosed (a) Neither Lender nor any permitted transferee of Lender shall Transfer all or any of the Shares to any Person except in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal accordance with Sections 3 and beneficial owner of his or her respective Founder Holding Company(ies)4 hereof. Notwithstanding anything to the contrary hereincontained herein (other than Section 3 hereof), Lender (aand any permitted transferee of Lender) as long as Tencent may Transfer all or a portion of its, his or her Shares: (together with its Affiliatesi) holds 5% if the stockholder is a partnership, trust or more similar organization, to any member of the Company’s total outstanding Shares Group of which Lender (on an as-converted or such permitted transferee) is a member; provided, that such transferee shall agree in writing with the Corporation, prior to and fully diluted basis)as a condition precedent to such Transfer, none to be bound by all of the Founder Holding Companies shallprovisions of this Agreement; (ii) if the stockholder is a corporation, limited liability company or similar organization, to any member of its Group; provided, that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) if the transferor is any such permitted transferee of Lender, to any member of the Family of such permitted transferee; provided, that such new transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be non-transferable; and (iv) if the transferor is any such permitted transferee of Lender, by will or the laws of descent and distribution, in which event each Founder such new transferee shall procure its Founder Holding Companies not to, Transfer any Shares be bound by all of the provisions of this Agreement to the same extent as if such transferee was a Restricted Person without the prior written consent of Tencent, party hereto. (b) except for Transfers If requested in writing by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6the managing underwriters, none if any, of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer , Lender agrees not to offer, sell, contract to sell or attempted Transfer otherwise dispose of any Shares except as part of such Initial Public Offering for one hundred and eighty (180) days after the effective date of the registration statement filed with the SEC with respect to said offering; provided, however, that this restriction will not apply to transfers permitted under Section 4.1(a) provided such transferee agrees to be bound by a Founder Holding Company or any of its Permitted Transferees the restriction contained in violation of this Section 4 4.1(b). Notwithstanding the foregoing, in the event that Lender shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject have accepted an offer to purchase Offered Shares (as defined below) which have been offered pursuant to Section 4.14.2(a), Sections 4.2 and Lender shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the restrictions contained in this Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreement4.1(b).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) Except for transfers by the Ordinary Holders to Permitted Transferees as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)provided in Section 4.6 above, none of the Founder Holding Companies Ordinary Holders or the Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent(i) the holders of a majority of the Series A Shares and the Series A1 Shares, voting together as a separate class, and (ii) the holders of a majority of the Series B Shares and the Series B1 Shares, voting together as a separate class, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions of any Company securities now held by him to any person any time prior to the Qualified IPO; provided that during such period each Existing Shareholder controlled by the Founders may sell, transfer, or otherwise dispose of, up to an aggregate of 10% of the issued outstanding Ordinary Shares held by such Existing Shareholder as of the date hereof; provided further, that any such sale, transfer or disposition shall nevertheless be subject to the right of first refusal and co-sale rights of the Preferred Holders and the Ordinary Holders under Sections 4.3, 4.4 and 4.5 above. (b) except for Transfers Any attempt by a Founder Holding Company party to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies sell or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies transfer Restricted Shares or its Permitted Transferees not to, Transfer more than 15% of all Preferred Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfera transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of holders of a majority of Preferred Shares. (c) The Investors and their respective affiliates to whom any Preferred Share or Ordinary Share has been duly assigned in accordance with this Agreement, may not sell or transfer part or all of their shares to any competitor of the Company. For the avoidance purpose of doubt, subject to this Section 4.1, Sections 4.2 and Section 4.5 above4.7, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents “competitor” of the Preferred Majority, Transfer up to 15% Company shall mean any entity whose business or product competes directly or indirectly against the Principal Business of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person as defined herein, and its subsidiaries (other than a Restricted Person) at any time following including the date of this AgreementSubsidiaries).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything Prior to the contrary hereinTermination Date, and except as contemplated hereby, such Stockholder shall not (i) (x) tender into any tender or exchange offer, (ay) as long as Tencent sell (together constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any Contract, option, agreement or other arrangement or understanding with its Affiliates) holds 5% or more respect to the Transfer of any of the Company’s total outstanding Covered Shares or beneficial ownership or voting power thereof or therein (on an as-converted and fully diluted basisincluding by operation of law), none (z) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares or (ii) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect that would have the Founder Holding Companies shalleffect of preventing or delaying such Stockholder from performing such Stockholder’s obligations under this Agreement; provided, and each Founder however, that the foregoing shall procure its Founder Holding Companies not toprohibit any Transfer of Covered Shares by a Stockholder (1) to an Affiliate of such Stockholder, Transfer any Shares to a Restricted Person without (2) with the prior written consent approval of Tencentthe Special Committee, (b3) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior response to a Qualified Initial Public Offeringtender or exchange offer (other than the Tender Offer) that has been publicly announced and approved or recommended by the Special Committee or the Liberty Board, (4) if such Stockholder is an individual, (A) to such Stockholder’s spouse, (B) to such Stockholder’s lineal ancestors, lineal descendants, siblings, cousins or the spouses thereof, (C) to trusts for the benefit of such Stockholder or such persons described in the immediately preceding sub-clause (B), (D) to foundations established by such Stockholder or such persons described in the preceding sub-clause (B) or Affiliates thereof or (E) by way of bequest or inheritance upon death, (5) if such Stockholder is an entity, to such Stockholder’s stockholders, partners or other equity holders, or (6) subject to Section 6(b), that is a redemption of Voting Non-Economic Preferred Stock and common units of New Holdco in exchange for Common Stock in accordance with the Certificate of Designation and the A&R New Holdco LLC Agreement, but only, in the case of clauses (1), (2), (4) and (5) if the permitted transferee executes a joinder to this Agreement pursuant to which such transferee agrees to become a party hereto and be subject to the restrictions applicable to such Stockholder hereunder. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 6(a) shall be null and void and ab initio. To the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, extent a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of is permitted under this Agreement, such Transfer shall comply with all applicable laws.

Prohibited Transfers. Unless disclosed Borrower shall not directly or indirectly make, -------------------- suffer or permit the occurrence of any Transfer other than a Permitted Transfer. Notwithstanding the foregoing, Borrower may sell all (but not less than all) the Properties (which sale may be structured as a transfer of the beneficial ownership interests in Borrower), subject to the Loan (a "Special Transfer"), provided that the following conditions have been satisfied: (a) no Default or Event of Default shall have occurred and be continuing; (b) Lender in its reasonable discretion (and any other participant or holder of a beneficial interest in the Transaction Loan in its reasonable discretion; provided, however, with respect to obtaining such consent from any such other participant or holder of a beneficial interest in the Loan, Lender and Borrower hereby agree that Lender and/or CDC shall bear the responsibility for obtaining such consent, and Borrower's sole obligation with respect thereto shall be to request a consent thereto from Lender and CDC in accordance with the terms and provisions of this Agreement, and unless the response from Lender or CDC indicates otherwise, then any approval or deemed approval by Lender or CDC shall be deemed an approval by such other participants or holders of a beneficial interest in the Loan) and CDC in its reasonable discretion shall have approved the Special Transfer (and the proposed purchaser); (i) the proposed purchaser shall have executed and delivered to Lender an assumption agreement, in form and substance reasonably acceptable to Lender, evidencing such purchaser's agreement to abide and be bound by the terms of the Loan Documents, each Founder hereby represents together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender and (ii) a guarantor(s) acceptable to each Investor Lender shall have executed and delivered to Lender a Guaranty of Recourse Obligations in substantially the same form as that he executed and delivered by Guarantor in connection with the Loan; (d) Lender shall have received evidence satisfactory to it (which shall include a substantive non-consolidation opinion reasonably acceptable to Lender) that, following the Special Transfer, the Borrower and its general partner or she managing member, as the case may be, shall be in compliance with Section 5.12; (e) if the proposed Special Transfer occurs after a Secondary Market Transaction, Lender shall have received from Borrower a Rating Comfort Letter from the applicable Rating Agencies with respect to such sale and assumption; and (f) Lender shall have received an assumption fee equal to 1% of the unpaid Principal being assumed (it being understood and agreed however that if the Special Transfer is structured as a transfer of the 100beneficial ownership interests in Borrower, then in no event shall Borrower be required to pay such assumption fee in addition to the 1% percent legal transfer fee described in the definition of "Permitted Transfer" in Section 1.1) in addition to the payment of all recording fees and beneficial owner of his or her respective Founder Holding Company(iesother reasonable costs and expenses incurred by the Lender in connection with such Special Transfer (including reasonable attorneys' fees and costs). Notwithstanding anything the foregoing, with respect to any Transfer (including a Special Transfer) that requires consent from Lender and CDC (and any other participant or holder of a beneficial interest in the contrary hereinLoan), provided that no Event of Default is continuing, if Borrower provides Lender and CDC with a written request for approval (awhich written request shall specifically refer to this Section 5.16 and shall explicitly state that failure by Lender and CDC to approve or disapprove within 20 Business Days will constitute a deemed approval) as long as Tencent (together with its Affiliates) holds 5% or more and Lender and/or CDC fail to respond to Borrower within 20 Business Days after receipt by Lender and CDC of the Company’s total outstanding Shares (on an asrequest, the proposed 37 Transfer shall be deemed approved by the non-converted and fully diluted basis), none of the Founder Holding Companies shallresponding party, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, condition described in subsection (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 above shall be void and the Company hereby agrees it will not effect deemed satisfied as to such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and asnon-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreementresponding party.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) To the fullest extent permitted by law, any purported Transfer of an Interest that is not a Permitted Transfer shall be null and void and of no effect whatsoever; provided that, if the Partnership is required to recognize a Transfer of an Interest that is not a Permitted Transfer, the Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as long as Tencent provided by this Agreement with respect to the Transferred Interest, which allocations and distributions may be applied (together with its Affiliates) holds 5% without limiting any other legal or more equitable rights of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)Partnership) to satisfy any debts, none obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Founder Holding Companies shallPartnership, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares be subject to the restrictions and prohibitions on Transfers and Encumbrances on Interests set forth herein as though such transferee were a Restricted Person without the prior written consent of Tencent, Partner. (b) except for Transfers To the fullest extent permitted by law, in the case of a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by of an Interest that is not a Founder Holding Company Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including incremental tax liability and reasonable attorneys' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted in this Section 8.2(b). (c) Except as otherwise provided in Section 3.4(e), a Partner may not grant an Encumbrance in its Interest, unless (i) the General Partner consents to such Encumbrance; provided, however, that any Partner may grant an Encumbrance in its Interest if such Encumbrance is being pledged to secure the repayment of Indebtedness of such Partner and (ii) the instrument creating such Encumbrance provides that any foreclosure of such Encumbrance (or sale in lieu of such foreclosure) must comply with the requirements of this Article VIII, other than the restrictions on Transfers set forth in Sections 8.1(b)(i) and (ii). (d) No Partner may Transfer all or any portion of its Permitted Transferees Interest to (i) William I. Koch, (ii) Frederick R. Koch, (iii) any xxxxxx, xxxxxx descenxxxx xx xxxxxx xx a lineal descendant of a Person identified in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubtclauses (i) or (ii), subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basisiv) as at the date hereof held by such Founder Holding Company, to any Person that is an Affiliate of any Person identified in clauses (other than a Restricted Personi), (ii) at or (iii); provided, however, that the Koch Limited Partner has notified the transferring Xxxtner as to the identity of any time following the date of this Agreementthese Persons in connection with any proposed Transfer.

Prohibited Transfers. Unless disclosed in The White Deer Parties, CEPM and any of their respective controlled or controlling affiliates and principals, including PostRock and its subsidiaries (collectively, the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis“Restricted Group”), none agree not to purchase or otherwise acquire beneficial ownership of the Founder Holding Companies shallany additional Company Securities (or any economic, and each Founder shall procure its Founder Holding Companies not tovoting or other rights with respect thereto) until December 31, Transfer any Shares to a Restricted Person without 2016. Without the prior written consent of TencentSEPI, CEPM shall not transfer or sell, directly or indirectly, any of the Subject Units to, and PostRock shall not transfer or sell, directly or indirectly, in one or a series of transactions, its interest in CEPM (or any entity that controls CEPM, either directly or indirectly through its control of another entity) to, another member of the Restricted Group. However, the foregoing shall not restrict CEPM from transferring or selling, directly or indirectly, any of the Subject Units to PostRock or any direct or indirect, wholly owned subsidiary of PostRock and shall not restrict PostRock from transferring or selling, directly or indirectly, its interest in CEPM to any direct or indirect, wholly owned subsidiary of PostRock, so long as, in each case, (bi) except for Transfers any such Subject Units continue to be owned by either PostRock or a Founder Holding Company direct or indirect, wholly owned subsidiary of PostRock (including CEPM, in the event of a permitted transfer of PostRock’s interest in CEPM to a wholly owned subsidiary), (ii) any such Subject Units remain subject in all respects to the terms and conditions of this Agreement; (iii) PostRock and any direct or indirect, wholly owned subsidiary of PostRock to whom such Subject Units (or such interest in CEPM) are transferred agrees in a written instrument (delivered to the Settling Parties) to become a party hereto and to be bound by the terms and conditions of this Agreement to the same extent as CEPM or PostRock (in the event of a permitted transfer of an interest in CEPM), as the case may be, and (iv) unless otherwise agreed in writing by SEPI in its Permitted Transferees as provided in Section 4.6sole discretion, none any such sale or transfer of the Founder Holding Companies Subject Units shall be disregarded for purposes of determining any payment to be made pursuant to Section 9 or 10 of this Agreement (i.e., such Subject Units shall be treated for purposes of this Agreement as not yet having been sold, no proceeds from any such sale or transfer shall be used for the calculations of any payment pursuant to Section 9 or 10, and the proceeds from any subsequent sale by CEPM (or a Permitted Transferee) will be considered for purposes of calculating the payment under 6 Section 9 or 10, unless these proceeds are not considered pursuant to this Section 6 (for example, in connection with a transfer to another wholly owned subsidiary)). Any transferee pursuant to the preceding sentence shall be deemed to be a “Permitted Transferee.” If, as a result of a transfer to a Permitted Transferee, more than one Person becomes bound hereby in the capacity of CEPM or PostRock, as applicable, (i) any decisions or elections under this Agreement to be made by CEPM or PostRock shall be made and communicated to the other Settling Parties by CEPM or PostRock, as applicable, on behalf of all such party’s transferees (all of which shall be bound thereby), (ii) SEPI shall be entitled to make any payments of money or deliveries of Units after the Signing Date to CEPM, for and on behalf of CEPM and any Permitted Transferees, (iii) references to CEPM and PostRock, as applicable, shall be deemed to refer to CEPM and PostRock, as applicable, and their respective transferees (including Permitted Transferees shallTransferees) collectively and not individually (by way of example, there shall be only one (1) Board Observer under Section 12, notwithstanding that CEPM or any Permitted Transferee may hold Subject Units), and each Founder (iv) the Settling Parties shall procure be entitled to deliver any notices under this Agreement to CEPM or PostRock, as applicable, for and on behalf of such party and all of its Founder Holding Companies respective transferees (including Permitted Transferees). For purposes of this Agreement, a subsidiary will be considered “wholly owned” by PostRock if PostRock controls the subsidiary and owns, directly or its Permitted Transferees not toindirectly, Transfer more than 15at least 95% of all Shares (on a fully diluted the economic and as-converted basis) as at the date hereof held by it, her or him to any Person without voting interest in such subsidiary. Without the prior written consent of SEPI (which consent shall not be unreasonably withheld, but which may be withheld if the Preferred Majority parties cannot agree on or prior any appropriate adjustments that may need to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company be made to this Agreement to properly account for such sale and its effect on any amounts payable under this Agreement), for so long as CEPM (or any Permitted Transferee) holds any of the Subject Units, PostRock shall not transfer or sell, directly or indirectly, beneficial ownership (including through a sale of an entity that controls CEPM (or such permitted Transferee)) of its interest in CEPM (or such Permitted Transferees in violation of Transferee) to any third party, and shall cause any wholly owned subsidiaries and intermediate entities under PostRock’s control to comply with this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer6. For the avoidance of 7 doubt, subject nothing in this Agreement shall restrict or be deemed to Section 4.1, Sections 4.2 and Section 4.5 above, give SEPI a Founder Holding Company or its Permitted Transferees shall be entitled to, without consent right with respect to (i) any prior written consents acquisition by any of the Preferred MajorityWhite Deer Parties, Transfer up to 15% or any of all Shares their respective controlled affiliates or principals of additional shares of PostRock capital stock, or (on a fully diluted ii) any change of control of PostRock, whether by merger, acquisition, or otherwise, it being expressly understood that the terms and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date conditions of this AgreementAgreement will not be affected by any change of control of PostRock, whether by merger, acquisition, or otherwise. If any successor in any such change of control is not PostRock, PostRock shall cause any such successor entity to execute a written instrument (delivered to the other Settling Parties) agreeing to become a party hereto and to be bound by the terms and conditions of this Agreement to the same extent as PostRock.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) Except as long as Tencent (together with its Affiliates) holds 5% or more permitted under the terms of this Agreement, from the date of the Company’s total outstanding Shares Closing until the earlier of (on an asi) the third anniversary of the Closing and (ii) the IPO (the “Lock-converted and fully diluted basisup Period”), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, unless pursuant to an Exempt Transfer any Shares to a Restricted Person without or otherwise with the prior written consent of TencentDidi and the Preferred Majority Holders, none of Didi, the Management, the Investors or any of their respective Affiliates shall, directly or indirectly, Transfer any Equity Securities of the Company held by it to any Person. Upon the consummation of the IPO and without prejudice to any applicable Laws, such Equity Securities shall be subject to customary lock-up periods commencing on the date of the final prospectus to the date specified by the Company and the managing underwriter (and in any event not exceeding 180 days after the closing of the IPO or such other period prescribed under applicable Laws and the listing regulations of the applicable recognized securities exchange). (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none None of the Founder Holding Companies or their respective Permitted Transferees Shareholders shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on Company, directly or indirectly, Transfer any Equity Securities of the Company now or hereafter held by it to any Company Competitor. (c) None of the Shareholders shall, without the prior written consent of Didi, directly or indirectly, Transfer any Equity Securities of the Company now or hereafter held by it to any Didi Competitor. (d) The Company shall cause each employee of the Group Companies that holds or acquires Equity Securities of the Company pursuant to any employee incentive schemes adopted by the Company to undertake in writing not to Transfer any such Equity Securities now or hereafter held by him/her to any Person (other than a Qualified Initial Public Offering. Permitted Transferee) without the approval of the administrator of such scheme appointed and approved by the Board, or in the event any such Person is a Didi Competitor, the prior written consent of Didi. (e) No Investor shall be permitted to Transfer any principal amounts outstanding of the Management Loans. (f) Any attempt by any Person to Transfer or attempted Transfer by a Founder Holding Equity Securities of the Company or any of its Permitted Transferees in violation of this Section 4 Article V shall be null and void and the Company hereby agrees that it will not effect such Transfera Transfer nor will it register any alleged transferee in the register of members or otherwise treat any alleged transferee as the holder of such Equity Securities of the Company. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees the proposed transferees of such Equity Securities not Transferred in compliance with this Agreement shall not be entitled to, without directly or indirectly, any prior written consents right as a Shareholder, including the right to nominate any Director. (g) Each party hereto agrees that it shall not avoid the Transfer restrictions set forth in this Article V by selling, transferring or otherwise disposing of the Preferred Majority, Transfer up its interest in any Person(s) through which it indirectly holds Equity Securities (excluding Transfers to 15% of all Shares (on a fully diluted and as-converted basisits Permitted Transferees) as at the date hereof held by or issuing any Equity Securities in such Founder Holding Company, to any Person (other than unless such Person would be a Restricted Person) at any time following the date of this AgreementPermitted Transferee after such sale, transfer, disposition or issuance).

Prohibited Transfers. Unless disclosed No member of the Xxxx Group or the Lomak Group shall sell, assign, transfer otherwise dispose of all or any Shares except as expressly provided in this Agreement or as otherwise consented to in writing by the Transaction DocumentsXxxx Representative and the Lomak Representative. Stratum Shares may be transferred by the Xxxx Group as contemplated by the Letter agreement between The New Venus Exploration, each Founder hereby represents Inc. and Stratum Corp. dated April 25, 1997. JWM Director Shares and/or JWG Director Shares, as the case may be transferred without reference C:\WPWIN60\XPLOR\VENUS\STOCKHOL.AGR 5/19/97 12:14 pm 3 to each Investor this Agreement, including Section 5, 6 and 7 hereof, at such time as Xxxx X. XxXxxxx or Xxxxx X. Xxxxxx, as the case may be, is no longer a director of Xplor following his anticipated election as a director of Xplor. Shares may be pledged hypothecated, mortgaged or encumbered by members of the Xxxx Group or the Lomak Group provided that he or she is document issued in connection therewith specifically provides that the 100% percent legal and beneficial owner Rights of his or her respective Founder Holding Company(ies)the holder thereof are subject to all the terms of this Agreement. Notwithstanding anything to the contrary hereinforegoing, (a) as long as Tencent (together with its Affiliates) holds 5% members of the Xxxx Group may transfer Shares to any other member of the Xxxx Group, and members of the Lomak Group may transfer any or all of their Shares to one or more "affiliates" of the Company’s total outstanding Shares Lomak Group (on an as-converted as such term is defined in Securities and fully diluted basis), none Exchange Commission regulations) in which event each such transferee shall be bound by all of the Founder Holding Companies shall, provisions of this Agreement to the same extent as if such transferee were a party hereto; and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none members of the Founder Holding Companies Xxxx Group who are individuals may transfer any or all of their Shares (i) by way of gift to any member of their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies families or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without trust for the prior written consent benefit of any such persons' family members or the person himself or herself, provided that any such transferee shall agree in writing with the other parties hereto, as a condition to such transfer, to be bound by all of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation provisions of this Section 4 Agreement to the same extent as if such transferee were a party hereto, or (ii) by will or the laws of descent and distribution, in which event each such transferee shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents bound by all of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date provisions of this AgreementAgreement to the same extent as if such transferee were a party hereto. As used herein, the word "family" shall include any spouse, lineal ancestor or descendant, brother or sister.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent No Investor or his, her or its Permitted Transferee may transfer any or all of his, her or its Securities (together with its Affiliates) holds 5% or more any other securities of the Company’s total outstanding Shares , CFSL Acquisition or any other Subsidiary of the Company) in any manner that is prohibited by this Agreement. In order for any transfer to be valid hereunder, any transferee of Securities must agree in writing to be bound by the obligations of this Agreement applicable to the transferring Investor or his, her or its Permitted Transferee, as the case may be. (on an asb) In the event any Lightyear Stockholder or its Permitted Transferee transfers any securities in contravention of the co-converted and fully diluted basissale rights of the Investors under Section 5 of this Agreement (a "Prohibited Transfer"), none the Investors, in addition to such other remedies as may be available at law, in equity, under the Company Certificate of Incorporation or the Acquisition Certificate of Incorporation (as the case may be, and as such documents may be amended from time to time in accordance with the terms of this Agreement) or hereunder, will have the option provided in clause (c) below, and such Lightyear Stockholder will be bound by the applicable provisions of such option. (c) In the event of a Prohibited Transfer, each Investor will have the right to sell to the Lightyear Stockholder (or its Permitted Transferee, as the case may be), and the Lightyear Stockholder (or its Permitted Transferee, as the case may be) will be obligated to purchase from such Investor, the amount and type of securities that such Investor would have been entitled to transfer to the purchaser in the Prohibited Transfer under Section 5 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of this Agreement. Such sale will be made on the following terms and conditions: (i) the price per share at which the applicable class of securities are to be sold to the Lightyear Stockholder (or its Permitted Transferee, as the case may be) will be equal to the price per share paid by the purchaser to the Lightyear Stockholder in the Prohibited Transfer, and the other terms and conditions of the Founder Holding Companies shalltwo sales shall be identical (provided, however, that the Lightyear Stockholder (or its Permitted Transferee, as the case may be) shall take such actions as shall be necessary so that the applicable Investor may receive such consideration); (ii) within ninety (90) days after the later of the dates on which an Investor (A) receives notice of the Prohibited Transfer or (B) otherwise becomes aware of the Prohibited Transfer, each Investor will, if exercising the put option created hereby, deliver to the applicable Lightyear Stockholder (or its Permitted Transferee, as the case may be) the certificate or certificates representing the Securities to be sold, each such certificate to be properly endorsed for transfer; and (iii) the Lightyear Stockholder will, upon receipt of the certificate or certificates for the shares to be sold by an Investor pursuant to this Section 7(c)(iii), pay the aggregate purchase price therefor, as specified in Section 7(c)(i), in cash or by other means acceptable to the Investor, provided, however, that if, in the case of CDP or its Permitted Transferee, the consideration to be received would result in a Caisse Stockholder holding an equity interest of the type described in clause (i) or (ii) of Section 2(d), then CDP or such Permitted Transferee shall be entitled to receive such consideration in cash, in an amount equal to the fair market value of such consideration. (i) The Company and CFSL Acquisition will not, and each Founder shall procure its Founder Holding Companies will cause CFS and all other Subsidiaries of the Company, not to, Transfer (A) permit any Shares to a Restricted Person without the prior written consent transfer on its books of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies any securities which have been sold or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees transferred in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majorityprovisions set forth in this Agreement or (B) treat as the owner of such securities, Transfer up or accord the right to 15% of all Shares (on a fully diluted and as-converted basis) vote as at the date hereof held by such Founder Holding Company, an owner or pay dividends to any Person (other than a Restricted Person) at transferee to whom such securities have been sold in violation of any time following of the date of provisions set forth in this Agreement.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) In the event of any sale or purported sale (including, without limitation, the entering into of any agreement, arrangement or understanding to sell) of Co-Sale Shares by any Principal Shareholder in contravention of the co-sale rights of LLCP hereunder (a "Prohibited Transfer"), LLCP shall have, in addition to all other rights, powers or remedies available at law, in equity, under this Agreement or any other Investment Document or under Applicable Law, the right to exercise the Prohibited Transfer Put (as long as Tencent such term is defined below), and such Principal Shareholder agrees that he shall be bound by the applicable provisions hereof. (together with its Affiliatesb) holds 5% In the event of a Prohibited Transfer by a Principal Shareholder: (i) The Company shall, upon the request of LLCP, instruct the Company's transfer agent not to enter such Prohibited Transfer on the stock ledger or more other similar records of the Company’s total outstanding Shares ; and (ii) LLCP may exercise a right (the "Prohibited Transfer Put") to require such Principal Shareholder to purchase a number of shares of Common Stock equal to the number of shares LLCP would have been entitled to sell to the purchaser under Section 3.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on an as-converted the following terms and fully diluted basisconditions: (A) The price per share at which shares are to be sold to such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse LLCP for any and all fees and expenses, including attorneys, accountants and other expenses, incurred pursuant to the exercise or attempted exercise of LLCP's rights under Section 3; (B) Within thirty (30) days after the later of the dates on which LLCP (x) received notice of the Prohibited Transfer or (y) otherwise became aware of the Prohibited Transfer, LLCP shall, if exercising the Prohibited Transfer Put, deliver to such Principal Shareholder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer; (C) Such Principal Shareholder shall, upon receipt of the certificate or certificates representing the shares to be sold by LLCP, pay to LLCP the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 3.9(b)(i), none of by wire transfer in immediately available funds; and (D) Notwithstanding the Founder Holding Companies shallforegoing, and each Founder shall procure its Founder Holding Companies not to, Transfer any attempt by such Principal Shareholder to transfer any Co-Sale Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 3 shall be void and the Company hereby agrees that it will not effect such Transfer. For a transfer nor will it treat any alleged transferee as the avoidance holder of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, such shares without any prior the written consents consent of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this AgreementLLCP.

Prohibited Transfers. Unless disclosed in the Transaction Documents(a) Each Stockholder agrees that it, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner -------------------- shall not Transfer any of its, his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior holders of sixty-six and two-thirds of the outstanding Shares other than the Shares held by the Transferring Stockholder, except as provided for in Section 4.2. (b) Notwithstanding anything to the contrary contained herein, a Qualified Initial Public Offering. Any Stockholder may Transfer or attempted Transfer by a Founder Holding Company all or any of its Permitted Transferees its, his or her Shares: (i) if the Stockholder is a limited partnership or a trust, to any member of the Group of which such Stockholder is a member; provided, that such transferee shall agree -------- in violation writing with the Company, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Section 4 Agreement; (ii) if the Stockholder is a corporation, to any member of its Group; provided, that such -------- transferee shall agree in writing with the Company, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) to any member of the Family of a Common Stockholder; provided, -------- that such transferee shall agree in writing with the Company, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts -------- ------- shall be void non-transferable; and (iv) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the deceased Stockholder. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby agrees it also so agrees; provided, however, that this -------- restriction will not effect apply to Transfers permitted under Section 4.1(b) provided such Transfertransferee agrees to be bound by the restriction contained in this Section 4.1(c). For Notwithstanding the avoidance of doubtforegoing, subject in the event that a Selling Stockholder shall have accepted an offer to purchase Offered Shares which have been offered pursuant to Section 4.14.2(a), Sections 4.2 and such -8- Selling Stockholder shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the restrictions contained --------- in this Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreement4.1(c).

Prohibited Transfers. Unless disclosed (a) Except as otherwise provided in this Agreement, each Shareholder will not Transfer in any way, all of any part of or any interest in the Transaction Documents, each Founder hereby represents to each Investor Equity Securities. Any Transfer of Equity Securities not made in conformance with this Agreement shall be null and void and shall not be recognized by the Company. (b) From the date hereof and until the date that he or she is the 100% percent legal and beneficial owner third (3rd) anniversary of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary hereinclosing of the Initial Offering, (a) as long as Tencent the Company and its Subsidiaries shall not, directly or indirectly, issue or Transfer any Company Securities to the Priceline Group, and (together with b) each Shareholder shall not, and shall cause its Affiliates) holds 5% Affiliates not to, directly or more indirectly, Transfer any Company Securities to the Priceline Group; provided that nothing herein shall restrict the right of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shallits Subsidiaries, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies Shareholder or its Permitted Transferees not toAffiliates to sell shares of Ordinary Shares after the Initial Offering, Transfer more than 15% of all Shares (to the extent that such sale is made through an offering registered with the Securities and Exchange Commission, or a broker, dealer or market maker on a fully diluted and assecurities exchange or in the over-converted basis) the-counter market, so long as at the date hereof held by itCompany, her such Shareholder or him to any Person without such Affiliates have no knowledge that the prior written consent of Priceline Group is the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees buyer in violation such sale; provided, further, the provisions of this Section 4 2.5(b) shall cease to be void and of any force or effect if the Company hereby agrees it will not effect such Transfer. For Expedia Lodging Outsourcing Agreement is validly terminated in accordance with its terms, unless the avoidance of doubt, subject Expedia Lodging Outsourcing Agreement is validly terminated by Expedia pursuant to Section 4.1, Sections 4.2 and 11.2.3(b) or (e) thereof (in which case this Section 4.5 above, a Founder Holding Company or its Permitted Transferees 2.5(b) shall be entitled to, without any prior written consents remain in effect until the earliest to occur of (i) the third (3rd) anniversary of the Preferred Majority, Transfer up to 15% closing of all Shares the Initial Offering; (on a fully diluted and as-converted basisii) as at the date hereof held by such Founder Holding Company, to any Person seventh (other than a Restricted Person7th) at any time following anniversary of the date of the Expedia Lodging Outsourcing Agreement if all amounts payable in accordance with Section 11.2.2(c) of the Expedia Lodging Outsourcing Agreement have been paid to Expedia; (iii) the Expedia Shareholder selling any of the Expedia Put Shares in a manner that would give rise to the right of the Company to terminate the Expedia Lodging Outsourcing Agreement if such agreement were still in effect; and (iv) a material and uncured breach by the Expedia Shareholder of Section 3.14 of the Investors’ Rights Agreement). (c) In the event a Shareholder should sell any Equity Securities in contravention of the co-sale rights of the Holders under Section 2.2 (a “Prohibited Transfer”), the Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below under Section 2.2(d), and such Shareholder shall be bound by the applicable provisions of such option. (d) In the event of a Prohibited Transfer, each Holder shall have the right to sell to such Shareholder the type and number of shares of Equity Securities equal to the number of shares each Holder would have been entitled to transfer to the third-party transferee(s) under Section 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to such Shareholder shall be equal to the price per share paid by the third-party transferee(s) to such Shareholder in the Prohibited Transfer. The Shareholder shall also reimburse each Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Holder’s rights under Section 2.2. (ii) Within ninety (90) days after the later of the date on which the Holder (A) receives notice of the Prohibited Transfer or (B) otherwise becomes aware of the Prohibited Transfer, each Holder shall, if exercising the option created hereby, deliver to such Shareholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) Such Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by a Holder pursuant to this AgreementSection 2.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 2.5(d)(i), in cash or by other means acceptable to the Holder.

Prohibited Transfers. Unless disclosed (A) Except as otherwise provided in this Agreement and the Bylaws, each Holder will not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of any part of any interest in the Transaction DocumentsEquity Securities. Any sale, each Founder hereby represents to each Investor that he assignment, transfer, pledge, hypothecation or she is other encumbrance or disposition of Equity Securities not made in conformance with this Agreement (including, without limitation, Sections 2(b) and 2(c) hereof) and the 100% percent legal Bylaws shall be null and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to void, shall not be recorded on the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more books of the Company and shall not be recognized by the Company’s total outstanding Shares . (on an asB) In the event any Holder should Transfer any Equity Securities in contravention of the co-converted and fully diluted basissale rights under Section 2(b) or Section 2(c), none of the Founder Holding Companies shallas applicable (each such transfer, a “Prohibited Transfer”, and each Founder such Holder, the “Transferor”), the other Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall procure its Founder Holding Companies not tohave the put option provided below under subsection (c), and the Transferor shall be bound by the applicable provisions of such option. (C) In the event of a Prohibited Transfer, each other Holder shall have the right to sell to the Transferor the type and number of shares of Equity Securities equal to the number of shares each such Holder would have been entitled to transfer to the third-party transferee(s) under Section 2(b) or Section 2(c) hereof, as applicable, had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof Such sale shall be made on the following terms and conditions: (1) The price per share at which the shares are to be sold to the Transferor shall be equal to the price per share paid by the third-party transferee(s) to the Transferor in the Prohibited Transfer. The Transferor shall also reimburse each other Holder for any Shares and all fees and expenses, including legal fees and expenses, incurred pursuant to a Restricted Person without the prior written consent exercise or the attempted exercise of Tencenteach such Holder’s rights under Section 2(b) or Section 2(c), as applicable. (b2) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none Within ninety (90) days after the later of the Founder Holding Companies date on which such other Holder (x) receives notice of the Prohibited Transfer or their respective Permitted Transferees (y) otherwise becomes aware of the Prohibited Transfer, each such Holder shall, and if exercising the option created hereby, deliver to the Transferor the certificate or certificates representing shares to be sold, each Founder shall procure its Founder Holding Companies or its Permitted Transferees not tocertificate to be properly endorsed for transfer. (3) The Transferor shall, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent upon receipt of the Preferred Majority on certificate or prior certificates for the shares to a Qualified Initial Public Offering. Any Transfer or attempted Transfer be sold by a Founder Holding Company or any of its Permitted Transferees in violation of such other Holder pursuant to this Section 4 shall be void subsection 2(d)(iv), pay the aggregate purchase price therefor and the Company hereby agrees it will not effect amount of reimbursable fees and expenses, as specified in subsection 2(d)(iv)(C)(1), in cash or by other means acceptable to such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this AgreementHolder.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) The TDT Stockholders shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose (a "Transfer") of all or -------- any of their Shares for a period of two years from the date hereof. Notwithstanding the foregoing, certain of the TDT Stockholders (Lenard J. Berger, James J. Cummiskey and Salvatore F. D'Ambra) shall xxx xx xxxxxxx xo xxx xxxxxxxxxx xx this Xxxxxxx 0(x) xxxx respect to 50,000 Shares owned by them after the first anniversary of the date hereof. The term "dispose" includes but ------- is not limited to, the act of selling, assigning, includes, transferring, pledging, hypothecating, encumbering, mortgaging, giving and any other form of disposing or conveying, whether voluntary or by operation of law, except for, a private sale where the purchaser agrees to be bound by each and all the restrictions in this Agreement as long if such purchaser was an original TDT Stockholder. (b) Upon the lapse of the two-year term set forth in Section 1(a), Christopher J. Carey and Mary Carey shall Transfer their Sharxx xxxx xx xxxxxxxxxx with xxx xxxxxx limitations set forth in Rule 144 promulgated under the Securities Act of 1933, as Tencent amended (together the "Securities Act"), whether or not such TDT Stockholder is --------------- subject to such volume limitation. (c) Notwithstanding the foregoing, the TDT Stockholders may transfer all or any of their Shares (i) by way of gift to any member of their family or to any trust for the benefit of any such family member of the TDT Stockholders, provided that any such transferee shall agree in writing with its Affiliatesthe Company, as a condition to such transfer, to be bound by all of the provisions of this Agreement to the same extent as if such transferee were one of TDT Stockholders, or (ii) holds 5% by will or more the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were one of the TDT Stockholders. As used herein, the word "family" shall include any spouse, lineal ancestor or descendant, brother or sister. (d) No transfer of Shares otherwise permitted by this Agreement may be made unless (i) the Shares shall have first been registered under the Securities Act; (ii) the Company shall have first been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such transfer is exempt from the registration requirements of the Securities Act; or (iii) such transfer is within the limitations of and in compliance with Rule 144 under the Securities Act. (e) Any transfer or other disposition of Shares in violation of the restrictions on transfer contained herein shall be null and void and shall not entitle TDT Stockholders or any proposed transferee or other person to have any Shares transferred upon the books of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreement.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) In the event a Selling Shareholder should sell any Offered Shares in contravention of the purchase or co-sale rights of a Series A Shareholder or Series C Shareholder under Section 4.3 or a Series A/C Selling Shareholder should sell any Series A/C Offered Shares in contravention of the co-sale rights of other Shareholders under Section 4.5, as long as Tencent the case may be (together with its Affiliateseach, a “Prohibited Transfer”), (i) holds 5% or more of the Company agrees that it shall not update the Company’s total outstanding Shares register of members to reflect such Prohibited Transfer, (on an asii) the applicable Shareholders having the co-converted sale rights under Section 4.3 or Section 4.5, as applicable, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below and fully diluted basis)the Selling Shareholder or Series A/C Selling Shareholder, none as applicable, shall be bound by the applicable provisions of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, such option. (b) except In the event of a Prohibited Transfer, each applicable Shareholder shall have the right to sell to such Selling Shareholder or Series A/C Selling Shareholder, as applicable, the type and number of Ordinary Shares or Preferred Shares equal to the number of shares such Selling Shareholder or Series A/C Selling Shareholder, as applicable, would have been entitled to Transfer to the third-party transferee(s) under Section 4.3 or 4.5 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to such Selling Shareholder or Series A/C Selling Shareholder, as applicable, shall be equal to the price per share paid by the third-party transferee(s) to such Selling Shareholder or Series A/C Selling Shareholder, as applicable, in the Prohibited Transfer. The Selling Shareholder or Series A/C Selling Shareholder, as applicable, shall also reimburse each applicable Shareholder for Transfers any and all fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such Shareholder’s rights under this Section 4. (ii) Within ninety (90) days after the later of the dates on which such Shareholder (A) received notice of the Prohibited Transfer, or (B) otherwise became aware of the Prohibited Transfer, such Shareholder shall, if exercising the option created hereby, deliver to such Selling Shareholder or Series A/C Selling Shareholder, as applicable, the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Selling Shareholder or Series A/C Selling Shareholder, as applicable, shall, upon receipt of the certificate or certificates for the shares to be sold by such Shareholder, pursuant to this Section 4.7, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.7(b)(i), in cash or by other means acceptable to such Shareholder. (c) Notwithstanding the foregoing, any attempt by a Founder Holding Company Selling Shareholder or Series A/C Selling Shareholder to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies Transfer Offered Shares or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Series A/C Offered Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 hereof shall be void and the Company hereby agrees it will not effect such Transfer. For a Transfer nor will it treat any alleged transferee(s) as the avoidance holder of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, such shares without the written consent of Ordinary Shareholders holding a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents majority of the Preferred MajorityOrdinary Shares then in issue, Transfer up to 15% of all Shares (on a fully diluted the Major Series A Shareholder and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this AgreementMajor Series C Shareholder.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) Except for transfers by the Ordinary Holders to Permitted Transferees as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)provided in Section 4.6 above, none of the Founder Holding Companies Ordinary Holders or the Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent(i) the holders of a majority of the Series A Shares and the Series A-1 Shares, voting together as a separate class, and (ii) the holders of a majority of the Series B Shares, voting together as a separate class, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions of any Company securities now held by him to any person any time prior to the Qualified IPO; provided that during such period each Existing Shareholder controlled by the Founders may sell, transfer, or otherwise dispose of, up to an aggregate of 10% of the Issued outstanding Ordinary Shares held by such Existing Shareholder as of the date hereof; provided further, that any such sale, transfer or disposition shall nevertheless be subject to the right of first refusal and co-sale rights of the Preferred Holders and the Ordinary Holders under Sections 4.3, 4.4 and 4.5 above. (b) except for Transfers Any attempt by a Founder Holding Company party to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies sell or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies transfer Restricted Shares or its Permitted Transferees not to, Transfer more than 15% of all Preferred Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfera transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of holders of a majority of Preferred Shares. (c) The Investors and their respective affiliates to whom any Preferred Share or Ordinary Share has been duly assigned in accordance with this Agreement, may not sell or transfer part or all of their shares to any competitor of the Company. For the avoidance purpose of doubt, subject to this Section 4.1, Sections 4.2 and Section 4.5 above4.7, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents “competitor” of the Preferred Majority, Transfer up to 15% Company shall mean any entity whose business or product competes directly or indirectly against the Principal Business of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person as defined herein, and its subsidiaries (other than a Restricted Person) at any time following including the date of this AgreementSubsidiaries).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) Any purported Transfer of an Interest that is not a Permitted Transfer or that is not consented to by the other Member pursuant to Section 10.1 shall be null and void and of no force or effect whatever; provided that, if the Company is required under mandatory statutory provisions or judicial order to recognize a Transfer that is not a Permitted Transfer (or if the Company, in its sole discretion, elects to recognize a Transfer that is not a Permitted Transfer), the Interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as long as Tencent provided by this AGRINOMICS LLC 41 Limited Liability Company Agreement Agreement with respect to the transferred Interest, which allocations and distributions may be applied (together with its Affiliates) holds 5% without limiting any other legal or more equity rights of the Company’s total outstanding Shares (on an as-converted ) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Interest may have to the Company, and fully diluted basis)the transferee shall, none to the fullest extent permitted by law, have no right to receive any information or accounting of the Founder Holding Companies shallaffairs of the Company, shall not be entitled to inspect the books or records of the Company, and each Founder shall procure its Founder Holding Companies not to, Transfer have any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies rights of a Member under the Act or their respective Permitted Transferees shallthis Agreement. Accordingly, to the fullest extent permitted by law, the transferee shall have no authority to act for or to bind the Company, to inspect the Company's books, to vote as a Member under this Agreement, or otherwise to be treated as a Member. In such case, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not tohold harmless the Company and the nontransferring Member from all cost, Transfer more than 15% liability and damage that any of all Shares such indemnified parties may incur (on a fully diluted including, without limitation, incremental tax liabilities, reasonable lawyers' fees and as-converted basisexpenses) as at the date hereof held by it, her or him to any Person without the prior written consent a direct result of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. (b) Any Person who acquires an Interest, including the transferee in a Permitted Transfer, and who is not admitted as a substituted Member pursuant to Section 10.3 (a "Non-Admitted Member"), shall, to the fullest extent permitted by a Founder Holding law, be entitled only to allocations and distributions with respect to such acquired Interest in accordance with this Agreement and shall have no right of any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company or and shall not have any of its Permitted Transferees in violation the rights of a Member under the Act or this Section 4 Agreement. Accordingly, the assignee, to the fullest extent permitted by law, shall be void and have no authority to act for or bind the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than inspect the Company's books, to vote as a Restricted Person) at any time following the date of Member under this Agreement, or otherwise to be treated as a Member.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything Prior to the contrary hereinTermination Date, and except as contemplated hereby, such Stockholder shall not (i) (x) tender into any tender or exchange offer, (ay) as long as Tencent sell (together constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any Contract, option, agreement or other arrangement or understanding with its Affiliates) holds 5% or more respect to the Transfer of any of the Company’s total outstanding Covered Shares or beneficial ownership or voting power thereof or therein (on an as-converted and fully diluted basisincluding by operation of law), none (z) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares or (ii) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect that would have the Founder Holding Companies shalleffect of preventing or delaying such Stockholder from performing such Stockholder’s obligations under this Agreement; provided, and each Founder however, that the foregoing shall procure its Founder Holding Companies not toprohibit any Transfer of Covered Shares by a Stockholder (1) to an Affiliate of such Stockholder, Transfer any Shares to a Restricted Person without (2) with the prior written consent approval of Tencentthe Special Committee, (b3) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior response to a Qualified Initial Public Offeringtender or exchange offer (other than the Tender Offer) that has been publicly announced and approved or recommended by the Special Committee or the Liberty Board, (4) if such Stockholder is an individual, (A) to such Stockholder’s spouse, (B) to such Stockholder’s lineal ancestors, lineal descendants, siblings, cousins or the spouses thereof, (C) to trusts for the benefit of such Stockholder or such persons described in the immediately preceding sub-clause (B), (D) to foundations established by such Stockholder or such persons described in the preceding sub-clause (B) or Affiliates thereof or (E) by way of bequest or inheritance upon death or (5) if such Stockholder is an entity, to such Stockholder’s stockholders, partners or other equity holders, but only, in the case of clauses (1), (2), (4) and (5) if the permitted transferee executes a joinder to this Agreement pursuant to which such transferee agrees to become a party hereto and be subject to the restrictions applicable to such Stockholder hereunder. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 6(a) shall be null and void and ab initio. To the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, extent a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of is permitted under this Agreement, such Transfer shall comply with all applicable laws.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder agrees that it shall procure its Founder Holding Companies not to, Transfer any of its Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to holders of a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents majority of the Preferred Majority, Transfer up to 15% of all outstanding Common Shares (on a fully diluted and as-converted basis) as at the date hereof held by such the Founding Members, except as provided for in Section 4.2. (b) Notwithstanding anything to the contrary contained herein, Founder Holding Company(and any permitted transferee of Founder) may Transfer all of its, his or her Shares: (i) if the stockholder is a limited partnership or a trust, to any Person member of the Group of which Founder (other than or such permitted transferee) is a Restricted Person) at any time following member; provided, that such transferee shall agree in writing with the date Company, -------- prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a corporation, to any member of its Group; provided, that such transferee shall agree in writing -------- with the Company, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) to any member of the Family of Founder (or such permitted transferee); provided, that such -------- transferee shall agree in writing with the Company, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall -------- ------- be non-transferable; and (iv) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the deceased Founder (or permitted transferee). (c) If requested in writing by the managing underwriters, if any, of any Public Offering, Founder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Corporation hereby also so agrees; provided, however, that this restriction will -------- not apply to transfers permitted under Section 3.2(b) provided such transferee agrees to be bound by the restriction contained in this Section 4.1(b). Notwithstanding the foregoing, in the event that Founder shall have accepted an offer to purchase Offered Shares (as defined below) which have been offered pursuant to Section 4.2(a), Founder shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the restrictions -------- contained in this Section 4.1(b).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together Except in accordance with its Affiliates) holds 5% or more this Section 4, no Holder of the Company’s total outstanding Ordinary Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the CDH Shareholders and Series B Shareholders holding at least seventy five percent (75%) of the then outstanding Series B Preferred Majority on Shares, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose (each, a “Transfer”) through one or a series of transactions any Ordinary Share Equivalents now held by such Holder of Ordinary Shares to any Person at any time prior to a Qualified Initial Public Offering. Any Transfer or attempted ; provided that any such Transfer by a Founder Holding Company any Holder of Ordinary Shares approved by the CDH Shareholders and Series B Shareholders in accordance herewith shall nevertheless be subject to the right of first refusal and co-sale rights of the Investor Shareholders under Sections 4.3 and 4.4 below. (b) Any attempt by any Holder of Ordinary Shares to Transfer, directly, or any of its Permitted Transferees indirectly, Ordinary Share Equivalents in violation of this Section 4 shall be null and void ab initio and the Company hereby agrees it will not effect or recognize any such Transfer. For Transfer nor will it treat any alleged transferee as the avoidance holder of doubtsuch Ordinary Share Equivalents. (c) Notwithstanding anything to the contrary, the right of first refusal and co-sale rights of the Investor Shareholders under Sections 4.3 and 4.4 below shall not apply to any transfer to the parents, children or spouse, or to trusts for the benefit of such persons, of any Holder of Ordinary Shares who is an individual for bona fide estate planning purposes (each a “Permitted Transferee”); provided that adequate documentation therefor is provided to the Investor Shareholders and that any such Permitted Transferee signs a Deed of Adherence in accordance with Section 4.9 agreeing to be subject to Section 4.1and bound by the obligations of a Holder of Ordinary Shares under this Agreement; and provided further, Sections 4.2 and Section 4.5 abovethat such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder. (d) Notwithstanding anything to the contrary, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents the right of first offer of the Preferred Majority, Transfer up to 15% Holders of all Ordinary Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, under Sections 4.5 below shall not apply to any Person Transfer by an Investor Shareholder to any of its Affiliates (other than including, in the case of a Restricted PersonCDH Shareholder, any Transfer to Cephei Absolute Return Fund Ltd., CDH China Growth Capital Fund II, L.P., CDH China Growth Capital Fund III, L.P. and CDH Venture Partners, L.P.) at any time following (each an “Investor Permitted Transferee”); provided that such Investor Permitted Transferee signs a Deed of Adherence agreeing to be subject to and bound by the date obligations of the Investor Shareholder under this Agreement; and provided further that, the exemption to the right of first offer of the Holders of Ordinary Shares under this Section 4.1(d) shall not apply to a Transfer by an Investor Shareholder to its Affiliate if such Affiliate engages in a business that, as reasonably determined by the Board, is similar to the Business Scope of the Company and whose primary business is in the PRC (an “Affiliated Competitor”).

Prohibited Transfers. Unless disclosed in The White Deer Parties, CEPM and any of their respective controlled or controlling affiliates and principals, including PostRock and its subsidiaries (collectively, the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis“Restricted Group”), none agree not to purchase or otherwise acquire beneficial ownership of the Founder Holding Companies shallany additional Company Securities (or any economic, and each Founder shall procure its Founder Holding Companies not tovoting or other rights with respect thereto) until December 31, Transfer any Shares to a Restricted Person without 2016. Without the prior written consent of TencentSEPI, CEPM shall not transfer or sell, directly or indirectly, any of the Subject Units to, and PostRock shall not transfer or sell, directly or indirectly, in one or a series of transactions, its interest in CEPM (or any entity that controls CEPM, either directly or indirectly through its control of another entity) to, another member of the Restricted Group. However, the foregoing shall not restrict CEPM from transferring or selling, directly or indirectly, any of the Subject Units to PostRock or any direct or indirect, wholly owned subsidiary of PostRock and shall not restrict PostRock from transferring or selling, directly or indirectly, its interest in CEPM to any direct or indirect, wholly owned subsidiary of PostRock, so long as, in each case, (bi) except for Transfers any such Subject Units continue to be owned by either PostRock or a Founder Holding Company direct or indirect, wholly owned subsidiary of PostRock (including CEPM, in the event of a permitted transfer of PostRock’s interest in CEPM to a wholly owned subsidiary), (ii) any such Subject Units remain subject in all respects to the terms and conditions of this Agreement; (iii) PostRock and any direct or indirect, wholly owned subsidiary of PostRock to whom such Subject Units (or such interest in CEPM) are transferred agrees in a written instrument (delivered to the Settling Parties) to become a party hereto and to be bound by the terms and conditions of this Agreement to the same extent as CEPM or PostRock (in the event of a permitted transfer of an interest in CEPM), as the case may be, and (iv) unless otherwise agreed in writing by SEPI in its Permitted Transferees as provided in Section 4.6sole discretion, none any such sale or transfer of the Founder Holding Companies 7 Subject Units shall be disregarded for purposes of determining any payment to be made pursuant to Section 9 or 10 of this Agreement (i.e., such Subject Units shall be treated for purposes of this Agreement as not yet having been sold, no proceeds from any such sale or transfer shall be used for the calculations of any payment pursuant to Section 9 or 10, and the proceeds from any subsequent sale by CEPM (or a Permitted Transferee) will be considered for purposes of calculating the payment under Section 9 or 10, unless these proceeds are not considered pursuant to this Section 6 (for example, in connection with a transfer to another wholly owned subsidiary)). Any transferee pursuant to the preceding sentence shall be deemed to be a “Permitted Transferee.” If, as a result of a transfer to a Permitted Transferee, more than one Person becomes bound hereby in the capacity of CEPM or PostRock, as applicable, (i) any decisions or elections under this Agreement to be made by CEPM or PostRock shall be made and communicated to the other Settling Parties by CEPM or PostRock, as applicable, on behalf of all such party’s transferees (all of which shall be bound thereby), (ii) SEPI shall be entitled to make any payments of money or deliveries of Units after the Signing Date to CEPM, for and on behalf of CEPM and any Permitted Transferees, (iii) references to CEPM and PostRock, as applicable, shall be deemed to refer to CEPM and PostRock, as applicable, and their respective transferees (including Permitted Transferees shallTransferees) collectively and not individually (by way of example, there shall be only one (1) Board Observer under Section 12, notwithstanding that CEPM or any Permitted Transferee may hold Subject Units), and each Founder (iv) the Settling Parties shall procure be entitled to deliver any notices under this Agreement to CEPM or PostRock, as applicable, for and on behalf of such party and all of its Founder Holding Companies respective transferees (including Permitted Transferees). For purposes of this Agreement, a subsidiary will be considered “wholly 8 owned” by PostRock if PostRock controls the subsidiary and owns, directly or its Permitted Transferees not toindirectly, Transfer more than 15at least 95% of all Shares (on a fully diluted the economic and as-converted basis) as at the date hereof held by it, her or him to any Person without voting interest in such subsidiary. Without the prior written consent of SEPI (which consent shall not be unreasonably withheld, but which may be withheld if the Preferred Majority parties cannot agree on or prior any appropriate adjustments that may need to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company be made to this Agreement to properly account for such sale and its effect on any amounts payable under this Agreement), for so long as CEPM (or any Permitted Transferee) holds any of the Subject Units, PostRock shall not transfer or sell, directly or indirectly, beneficial ownership (including through a sale of an entity that controls CEPM (or such permitted Transferee)) of its interest in CEPM (or such Permitted Transferees in violation of Transferee) to any third party, and shall cause any wholly owned subsidiaries and intermediate entities under PostRock’s control to comply with this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer6. For the avoidance of doubt, subject nothing in this Agreement shall restrict or be deemed to Section 4.1, Sections 4.2 and Section 4.5 above, give SEPI a Founder Holding Company or its Permitted Transferees shall be entitled to, without consent right with respect to (i) any prior written consents acquisition by any of the Preferred MajorityWhite Deer Parties, Transfer up to 15% or any of all Shares their respective controlled affiliates or principals of additional shares of PostRock capital stock, or (on a fully diluted ii) any change of control of PostRock, whether by merger, acquisition, or otherwise, it being expressly understood that the terms and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date conditions of this AgreementAgreement will not be affected by any change of control of PostRock, whether by merger, acquisition, or otherwise. If any successor in any such change of control is not PostRock, PostRock shall cause any such successor entity to execute a written instrument (delivered to the other Settling Parties) agreeing to become a party hereto and to be bound by the terms and conditions of this Agreement to the same extent as PostRock.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more In the event a Holder should sell any Common Stock Equivalents of the Company’s total outstanding Shares Company in contravention of the rights of the Investors under Section 2 of this Agreement (on an as-converted and fully diluted basisa "Prohibited Transfer"), none of the Founder Holding Companies shallInvestors shall have the put ------------------- option provided in Section 3(b) below, and each Founder the third party purchaser or purchasers of such Holder (the "Contingent Purchaser") and such Holder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without be -------------------- bound by the prior written consent applicable provisions of Tencent, such put option. (b) except for Transfers by In the event of a Founder Holding Company Prohibited Transfer, each Investor shall have the option to its Permitted Transferees sell to such Holder, the Contingent Purchaser or both (as provided determined in Section 4.6, none the Investor's discretion) a number of shares of Common Stock Equivalents of the Founder Holding Companies Company equal (after giving effect to any stock dividends, stock splits or their respective Permitted Transferees shallother recapitalization) to the number of shares such Investor would have been entitled to sell if such Holder had complied with the provisions of Section 2 on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Holder or Contingent Purchaser shall be equal to the price per share paid by the Contingent Purchaser to such Holder pursuant to the Prohibited Transfer. (ii) The Investor shall deliver to such Holder, Contingent Purchaser or both, as the case may be, within 90 days after it has received written notice of the Prohibited Transfer or otherwise became aware thereof, the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% free and clear of all Shares (liens and restrictions on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person transfer (other than securities law restrictions). (iii) The Holder, Contingent Purchaser or both, as the case may be, shall, upon receipt of the certificates for the shares subject to the put option, promptly pay the aggregate Section 3(b) purchase price therefor, by certified check or bank draft made payable to the order of such Investor exercising the Section 3(b) option, and shall reimburse such Investor for any additional expenses, including legal fees and expenses, incurred in effecting such purchase and resale. (iv) If the Contingent Purchaser is financially unable or otherwise fails to effect the put option recited in this Section 3(b), the Holder of the shares transferred in the Prohibited Transfer in question shall be obligated to purchase the shares to be sold by each Investor and shall make all reimbursements required by this Section 3(b). (v) The parties agree that the foregoing is a Restricted Personliquidated damage, and not a penalty, which is reasonable in light of the difficulty of determining damages for the breach hereof. (vi) The Contingent Purchaser shall have no obligation to purchase shares from an Investor pursuant to this Section 3 so long as the Contingent Purchaser sends such Investor a notice in accordance with Section 7(b) at any time following least (fifteen 15) days prior to consummating its purchase from the Holder stating that the Contingent Purchaser intends to purchase shares subject to the Agreement, and stating the number of shares to be purchased, the purchase price therefor, and the proposed date of consummation and the Investor to whom the notice was sent either notifies the Contingent Purchaser in writing prior to the date of this Agreementconsummation of the sale that it has waived its rights hereunder with respect to such purchase or fails to respond to the Contingent Purchaser's notice prior to such date of consummation.

Prohibited Transfers. Unless disclosed in Until the Transaction Documentsearliest of (i) the consummation of a Qualified Public Offering, each Founder hereby represents to each Investor that he (ii) the date on which all Notes are no longer outstanding or she is (iii) the 100% percent legal and beneficial owner of his date on which all Preferred Shares are no longer outstanding (whether through redemption or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, conversion into Common Stock): (a) as long as Tencent The Principal shall not sell, assign, transfer, grant an option to or for, pledge, hypothecate, mortgage, encumber or dispose of (a "Transfer") all or any Securities owned by him directly, nor shall the Principal permit the Transfer of any Securities owned by his family directly, to the extent that the Securities conveyed in such Transfer, together with its Affiliates) holds 5all Securities conveyed in all previous Transfers by the Principal following the Closing Date would exceed 10% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none Securities held by the Principal as of the Founder Holding Companies shallClosing Date. Notwithstanding the foregoing, the Principal may Transfer (i) any and all Securities owned by him by way of gift to any member of his immediate family or to any trust for the benefit of any such family member of such Principal, provided that each such transferee shall agree in writing with the Company and the Purchasers, as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement and any other agreement related to the repurchase of such Securities by which the Principal is bound to the same extent as if such transferee were the Principal, and (ii) any and all Securities owned by him by will or the laws of descent and distribution, in which event each Founder such transferee shall procure its Founder Holding Companies not tobe bound by all of the provisions of this Agreement and any other agreement related to the repurchase of such Securities by which the Principal is bound to the same extent as if such transferee were the Principal. As used herein, Transfer the word "family" shall include any Shares spouse or descendant. In addition, the amount of Securities held by the Principal shall be deemed to a Restricted Person without include the prior written consent of Tencent, Securities held by such Principal's family; and (b) except for MET shall not Transfer all or any TeleBanc Securities owned by it to the extent that the TeleBanc Securities conveyed in such transfer, together with all TeleBanc Securities conveyed in all previous Transfers by a Founder Holding Company to its Permitted Transferees MET following the Closing Date would exceed 10% of TeleBanc Securities held by MET as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shallClosing Date, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not toprovided however, that MET may Transfer more than 15in excess of such 10% of all Shares (on a fully diluted and as-converted basis) as at the date hereof TeleBanc Securities held by it, her it (i) to the extent that such TeleBanc Securities or him to any Person without the prior written consent proceeds of the Preferred Majority on Transfer of such TeleBanc Securities are used for the redemption, repurchase or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer other reacquisition by a Founder Holding Company or any MET of its Permitted Transferees in violation MET Stock from shareholders of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (MET other than a Restricted Personthe Principal or David A. Smilow or (ii) at any time following the date xxxxxxxx xx x xiquidation of this AgreementMET.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). (a) Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers transfers by a Founder Holding Company the Selling Shareholders to its Permitted Transferees as provided in Section 4.64.6 above, none of the Founder Holding Companies or Parties and their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority Majority, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose of through one or a series of transactions any of the Company’s securities now held by it or him, or any equity interest in any Group Company other than the Company, to any person on or prior to a Qualified Initial Public Offering. . (b) At the time of the Qualified Public Offering, the Founder Parties shall covenant to comply with relevant laws and regulations of place of listing with respect to the restriction of the transferring of shares held by such Founder Parties or the requirement for reduction of shares held by such Founder Parties. (c) Any Transfer or attempted Transfer attempt by a Founder Holding Company holder of Restricted Shares to sell or transfer any of the Company’s securities or any of its Permitted Transferees equity interests in any Group Company other than the Company in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For a transfer nor will it treat any alleged transferee as the avoidance holder of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding such securities of the Company or its Permitted Transferees shall be entitled to, the holder of such equity interests in such Group Company without any the prior written consents consent of the Preferred Majority, Transfer up to 15% of all . To the extent that any Selling Shareholder sells any Offered Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (prospective purchaser in violation of the co-sale right hereunder, the Preferred Holder shall have the right to force the Selling Shareholder to purchase from such Preferred Holder such number of shares or other than a Restricted Person) at any time following securities not exceeding the date Co-Sale Pro Rata Portion of this Agreementsuch Preferred Holder.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) Any purported Transfer of a Unit that is not a Permitted Transfer, or that is not otherwise made in accordance with this Section 8, will be null and void and of no effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer, the Interest transferred will be strictly limited to the transferor's rights to allocations and distributions as long as Tencent provided by this Agreement with respect to the transferred Interest, which allocations and distributions may be applied (together with its Affiliates) holds 5% without limiting any other legal or more equitable rights of the Company’s total outstanding Shares (on an as-converted ) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Units may have to the Company and fully diluted basis), none neither the transferee nor the transferor will have any rights as to the management of the Founder Holding Companies shallCompany with respect to such transferred Units; provided, further, that the Company shall have the option to purchase such transferred or purportedly transferred Units from the transferee by delivering written notice of its intention to purchase such Units to the transferee at any time within ninety (90) Business Days after the Company has knowledge of a Transfer that is not a Permitted Transfer, to the extent permitted by law. The Company may assign all or part of its right to purchase such transferee's Units as provided in the foregoing sentence to the non-transferring Members on a pro rata basis or such other basis as such Members agree, provided that the entire Interest of such transferee is purchased by the Company or its Member assignees. The purchase price and each Founder terms of sale for such Units shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, be determined in accordance with Section 11 hereof. (b) except for Transfers by In the case of a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by of a Founder Holding Unit that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer will be liable to indemnify and hold harmless the Company or and the other Members from all costs, liability, and damage that any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled toindemnified Persons may incur (including, without any prior written consents of the Preferred Majoritylimitation, Transfer up to 15% of all Shares (on a fully diluted incremental tax liability and as-converted basisattorneys' fees and expenses) as at a result of such Transfer or attempted Transfer and efforts to enforce the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreementindemnity granted hereby.

Prohibited Transfers. Unless disclosed (a) If requested by any underwriter of any offering of securities of the Company registered under the Securities Act, the Purchaser shall not, and shall ensure that its Subsidiaries, Assignees and Covered Affiliates do not, directly or indirectly, sell, offer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, warrant or right to purchase, or otherwise dispose of or transfer, or enter into any swap or other agreement or any arrangement that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership in (any such action, a “Transfer”), any Company Securities held by it or them, during the period consisting of two (2) Business Days prior to and two (2) Business Days following the effective date of a registration statement of the Company filed under the Securities Act, except for Company Securities included in such registration, provided that if directors and officers of the Company holding Common Stock generally are subject to hold back restrictions of shorter duration, such shorter periods shall apply to the Purchaser and its Subsidiaries, Assignees and Covered Affiliates. If requested, the Purchaser shall enter, and shall ensure that all Subsidiaries, Assignees and Covered Affiliates of the Purchaser holding securities of the Company enter, into a lock-up agreement with the applicable underwriters that is consistent with the agreement in the Transaction Documentspreceding sentence. (b) Subject to Section 3.1(e), each Founder hereby represents the Purchaser shall not, and shall ensure that its Subsidiaries, Assignees and Covered Affiliates do not, directly or indirectly, Transfer Company Securities representing more than 1.0% of all outstanding Common Stock to each Investor any of the following: (i) except in accordance with Section 3.3 below, any Person described in Exhibit C (each, a “Potential Competitor”); and (ii) except in accordance with Section 3.3 below, any Person that he following such Transfer would (alone or she collectively with all Affiliates of such Person) beneficially own more than ten percent (10%) of the outstanding Common Stock. (c) In order to enforce the foregoing covenants, the Company may impose stop transfer instructions with respect to a transfer of Company Securities that is the 100% percent legal prohibited by this Agreement. (d) Any purported Transfers in violation of this Section 3 shall be null and beneficial owner of his or her respective Founder Holding Company(ies). void. (e) Notwithstanding anything to the contrary contained herein, nothing in Section 3.1(b) or Section 3.3 shall be deemed to restrict the Transfer of Company Securities by the Purchaser (ai) as long as Tencent to any of its Affiliates or by any such Affiliate to the Purchaser or any other Affiliate of the Purchaser, provided, that all such Affiliates agree in writing to the reasonable satisfaction of the Company to be bound by the provisions of this Agreement (together with its Affiliateseach, an “Assignee”), (ii) holds 5% or more pursuant to any stock repurchase program of the Company’s total outstanding Shares , (on an as-converted and fully diluted basis)iii) pursuant to any tender offer, none exchange offer, merger, sale of the Founder Holding Companies shallCompany, and each Founder shall procure its Founder Holding Companies not toreclassification, Transfer reorganization, recapitalization or other extraordinary transaction in which stockholders of the Company are offered, permitted or required to participate as holders of any Shares of the Company Securities or (iv) as part of a Public Distribution (subject to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as lock-up period provided in Section 4.63.1(a)) or a Rule 144 Transaction. Further, none the restrictions contained in Sections 3.1(a), 3.1(b) and 3.3 shall terminate and be of no further force and effect upon a Change of Control or in the Founder Holding Companies event that a Purchaser Board Designee or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (Purchaser Board Nominee is no longer serving on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this AgreementBoard.

Prohibited Transfers. Unless disclosed in The White Deer Parties, CEPM and any of their respective controlled or controlling affiliates and principals, including PostRock and its subsidiaries (collectively, the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis“Restricted Group”), none agree not to purchase or otherwise acquire beneficial ownership of the Founder Holding Companies shallany additional Company Securities (or any economic, and each Founder shall procure its Founder Holding Companies not tovoting or other rights with respect thereto) until December 31, Transfer any Shares to a Restricted Person without 2016. Without the prior written consent of TencentSEPI, CEPM shall not transfer or sell, directly or indirectly, any of the Subject Units to, and PostRock shall not transfer or sell, directly or indirectly, in one or a series of transactions, its interest in CEPM (or any entity that controls CEPM, either directly or indirectly through its control of another entity) to, another member of the Restricted Group. However, the foregoing shall not restrict CEPM from transferring or selling, directly or indirectly, any of the Subject Units to PostRock or any direct or indirect, wholly owned subsidiary of PostRock and shall not restrict PostRock from transferring or selling, directly or indirectly, its interest in CEPM to any direct or indirect, wholly owned subsidiary of PostRock, so long as, in each case, (bi) except for Transfers any such Subject Units continue to be owned by either PostRock or a Founder Holding Company direct or indirect, wholly owned subsidiary of PostRock (including CEPM, in the event of a permitted transfer of PostRock’s interest in CEPM to a wholly owned subsidiary), (ii) any such Subject Units remain subject in all respects to the terms and conditions of this Agreement; (iii) PostRock and any direct or indirect, wholly owned subsidiary of PostRock to whom such Subject Units (or such interest in CEPM) are transferred agrees in a written instrument (delivered to the Settling Parties) to become a party hereto and to be bound by the terms and conditions of this Agreement to the same extent as CEPM or PostRock (in the event of a permitted transfer of an interest in CEPM), as the case may be, and (iv) unless otherwise agreed in writing by SEPI in its Permitted Transferees as provided in Section 4.6sole discretion, none any such sale or transfer of the Founder Holding Companies Subject Units shall be disregarded for purposes of determining any payment to be made pursuant to Section 9 or 10 of this Agreement (i.e., such Subject Units shall be treated for purposes of this Agreement as not yet having been sold, no proceeds from any such sale or transfer shall be used for the calculations of any payment pursuant to Section 9 or 10, and the proceeds from any subsequent sale by CEPM (or a Permitted Transferee) will be considered for purposes of calculating the payment under Section 9 or 10, unless these proceeds are not considered pursuant to this Section 6 (for example, in connection with a transfer to another wholly owned subsidiary)). Any transferee pursuant to the preceding sentence shall be deemed to be a “Permitted Transferee.” If, as a result of a transfer to a Permitted Transferee, more than one Person becomes bound hereby in the capacity of CEPM or PostRock, as applicable, (i) any decisions or elections under this Agreement to be made by CEPM or PostRock shall be made and communicated to the other Settling Parties by CEPM or PostRock, as applicable, on behalf of all such party’s transferees (all of which shall be bound thereby), (ii) SEPI shall be entitled to make any payments of money or deliveries of Units after the Signing Date to CEPM, for and on behalf of CEPM and any Permitted Transferees, (iii) references to CEPM and PostRock, as applicable, shall be deemed to refer to CEPM and PostRock, as applicable, and their respective transferees (including Permitted Transferees shallTransferees) collectively and not individually (by way of example, there shall be only one (1) Board Observer under Section 12, notwithstanding that CEPM or any Permitted Transferee may hold Subject Units), and each Founder (iv) the Settling Parties shall procure be entitled to deliver any notices under this Agreement to CEPM or PostRock, as applicable, for and on behalf of such party and all of its Founder Holding Companies respective transferees (including Permitted Transferees). For purposes of this Agreement, a subsidiary will be considered “wholly owned” by PostRock if PostRock controls the subsidiary and owns, directly or its Permitted Transferees not toindirectly, Transfer more than 15at least 95% of all Shares (on a fully diluted the economic and as-converted basis) as at the date hereof held by it, her or him to any Person without voting interest in such subsidiary. Without the prior written consent of SEPI (which consent shall not be unreasonably withheld, but which may be withheld if the Preferred Majority parties cannot agree on or prior any appropriate adjustments that may need to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company be made to this Agreement to properly account for such sale and its effect on any amounts payable under this Agreement), for so long as CEPM (or any Permitted Transferee) holds any of the Subject Units, PostRock shall not transfer or sell, directly or indirectly, beneficial ownership (including through a sale of an entity that controls CEPM (or such permitted Transferee)) of its interest in CEPM (or such Permitted Transferees in violation of Transferee) to any third party, and shall cause any wholly owned subsidiaries and intermediate entities under PostRock’s control to comply with this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer6. For the avoidance of doubt, subject nothing in this Agreement shall restrict or be deemed to Section 4.1, Sections 4.2 and Section 4.5 above, give SEPI a Founder Holding Company or its Permitted Transferees shall be entitled to, without consent right with respect to (i) any prior written consents acquisition by any of the Preferred MajorityWhite Deer Parties, Transfer up to 15% or any of all Shares their respective controlled affiliates or principals of additional shares of PostRock capital stock, or (on a fully diluted ii) any change of control of PostRock, whether by merger, acquisition, or otherwise, it being expressly understood that the terms and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date conditions of this AgreementAgreement will not be affected by any change of control of PostRock, whether by merger, acquisition, or otherwise. If any successor in any such change of control is not PostRock, PostRock shall cause any such successor entity to execute a written instrument (delivered to the other Settling Parties) agreeing to become a party hereto and to be bound by the terms and conditions of this Agreement to the same extent as PostRock.

Prohibited Transfers. Unless disclosed in the Transaction DocumentsNo Management Shareholder shall sell, each Founder hereby represents to each Investor that he assign, transfer, pledge, hypothecate, mortgage, encumber or she is the 100% percent legal and beneficial owner dispose of all or any of his or her respective Founder Holding Company(ies)Shares except in compliance with the terms of this Agreement. Notwithstanding anything to the contrary hereincontained in this Agreement, (a) as long as Tencent (together with its Affiliates) holds 5% a Management Shareholder may transfer without the necessity of prior approval all or any of his Shares by way of gift to his spouse, to any of his lineal descendants or ancestors, or to any trust for the benefit of any one or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)Management Shareholder, none of the Founder Holding Companies shallhis spouse or his lineal descendants or ancestors, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of Management Shareholder may transfer all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation his Shares by will or the laws of descent and distribution; provided that any such transferee under clause (a) or (b) of this Section 4 2 (referred to herein as 2 "Permitted Transferees") shall be void agree in writing with the Company and the Company hereby agrees it will not effect other Shareholders, as a condition to such Transfertransfer, to be bound by all of the provisions of this Agreement to the same extent as if such transferee were the Management Shareholder transferring such Shares. For In addition, after the avoidance consummation of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 abovea Qualified Public Offering, a Founder Holding Company or its Management Shareholder and his Permitted Transferees may transfer without necessity of complying with Section 4 hereof (which shall be entitled tosurvive such Qualified Public Offering as to the Management Shareholders and his Permitted Transferees) all or any of his Shares, without any prior written consents provided that the amount of Shares sold, together with all sales of such Shares by the Management Shareholder within the preceding three months, shall not exceed the greater of (i) one percent of the Preferred Majorityshares of Common Stock then outstanding (as shown by the most recent report or statement published by the Company), Transfer up to 15% or (ii) the average weekly reported volume of trading in the Common Stock on all Shares (on national securities exchanges and/or reported through the automated quotation system of a fully diluted and as-converted basis) as at registered securities association during the date hereof held by four calendar weeks preceding the sale of such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this AgreementShares.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). (a) Notwithstanding anything to the contrary contained herein, BioMorphics (aand any permitted transferee of BioMorphics) as long as Tencent may Transfer all of its, his or her Shares: (together with its Affiliatesi) holds 5% if the stockholder is a limited partnership or more a trust, to any member of the Company’s total outstanding Shares Group of which BioMorphics (on an as-converted or such permitted transferee) is a member; provided, that such transferee shall agree in writing -------- with the Corporation, prior to and fully diluted basis)as a condition precedent to such Transfer, none to be bound by all of the Founder Holding Companies shallprovisions of this Agreement; (ii) if the stockholder is a corporation, to any member of its Group; provided, that such transferee shall -------- agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) if the transferor is any such permitted transferee of BioMorphics, to any member of the Family of such permitted transferee; provided, that such new transferee -------- shall agree in writing with the Company, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be non- -------- ------- transferable; and (iv) if the transferor is any such permitted transferee of BioMorphics, by will or the laws of descent and distribution, in which event each Founder such new transferee shall procure its Founder Holding Companies not to, Transfer any Shares be bound by all of the provisions of this Agreement to a Restricted Person without the prior written consent of Tencent, same extent as if such transferee were sick (or permitted transferee). (b) If requested in writing by the managing underwriters, if any, of any Public Offering, BioMorphics agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the Founder Holding Companies or their respective Permitted Transferees shallregistration statement filed with respect to said offering, and each Founder the Corporation hereby also so agrees; provided, however, that this restriction will -------- ------- not apply to transfers permitted under Section 4.1(a) provided such transferee agrees to be bound by the restriction contained in this Section 4.1(b). Notwithstanding the foregoing, in the event that BioMorphics shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all have accepted an offer to purchase Offered Shares (on a fully diluted and as-converted basisas defined below) as at which have been offered pursuant to Section 4.2(a), BioMorphics shall not be prohibited from consummating such sale, provided, that the date hereof held purchaser agrees to be bound by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees -------- restrictions contained in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreement4.1(b).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies(SEAL). Notwithstanding anything to the contrary herein, (a) Except for transfers by the Ordinary Holders to Permitted Transferees as long as Tencent (together with its Affiliates) holds 5% or more provided in Section 4.6 of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)this Appendix, none of the Founder Holding Companies Ordinary Holders or the Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent(i) the holders of a majority of the Series A Shares and the Series A1 Shares, voting together as a separate class, and (ii) the holders of a majority of the Series B Shares and the Series B1 Shares, voting together as a separate class, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions of any Company securities now held by him to any person any time prior to the Qualified IPO; provided that during such period each Existing Shareholder controlled by the Founders may sell, transfer, or otherwise dispose of, up to an aggregate of 10% of the issued outstanding Ordinary Shares held by such Existing Shareholder as of the date of Shareholders Agreement; provided further, that any such sale, transfer or disposition shall nevertheless be subject to the right of first refusal and co-sale rights of the Preferred Holders and the Ordinary Holders under Sections 4.3, 4.4 and 4.5 of this Appendix. (b) except for Transfers Any attempt by a Founder Holding Company party to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies sell or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies transfer Restricted Shares or its Permitted Transferees not to, Transfer more than 15% of all Preferred Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 of this Appendix shall be void and the Company hereby agrees it will not effect such Transfera transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of holders of a majority of Preferred Shares. (c) The Investors and their respective affiliates to whom any preferred Share or Ordinary Share has been duly assigned in accordance with this Agreement, may not sell or transfer part or all of their shares to any competitor of the Company. For the avoidance purpose of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above4.7 of this Appendix, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents “competitor” of the Preferred Majority, Transfer up to 15% Company shall mean any entity whose business or product competes directly or indirectly against the Principal Business of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person as defined herein, and its subsidiaries (other than a Restricted Person) at any time following including the date of this AgreementSubsidiaries).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) Any purported Transfer of a Unit that is not a Permitted Transfer, and that is not made pursuant to this Article VII, will be null and void and of no effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not permitted pursuant to this Article VII, the Unit transferred will be strictly limited to the transferor’s rights to allocations and distributions as long as Tencent provided by this Agreement with respect to the transferred Unit, which allocations and distributions may be applied (together with its Affiliates) holds 5% without limiting any other legal or more equitable rights of the Company’s total outstanding Shares (on an as-converted ) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Units may have to the Company and fully diluted basis), none neither the transferee nor the transferor will have any rights as to the management of the Founder Holding Companies shallCompany with respect to such transferred Units; provided, however, that the Company shall have the option to purchase, subject to approval by the holders of Class A Units as contemplated hereby, such transferred or purportedly transferred Units from the transferee by delivering written notice of its intention to purchase such Units to the transferee at any time within one (1) year after the Company has knowledge of a Transfer that is not permitted pursuant to this Article VII, to the extent permitted by law. The Company may assign all or part of its right to purchase such transferee’s Units as provided in the foregoing sentence to the non-transferring Members on a pro rata basis or such other basis as such Members agree, provided that all of the Units held by such transferee is purchased by the Company or its Member assignees. The purchase price shall be an amount equal to the price determined in accordance with Section 6.11 hereof (if applicable) or (if Section 7.4 is not applicable) the book value of such Units as determined in accordance with GAAP, and each Founder the terms of sale for such Units shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without be determined in accordance with Section 6.11 hereof (if applicable) or otherwise by the prior written consent Board of Tencent, Managers. (b) except for Transfers by In the case of a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by of a Founder Holding Unit that is not permitted pursuant to this Article VII, the parties engaging or attempting to engage in such Transfer will be liable to indemnify and hold harmless the Company or and the other Members from all costs, liability, and damage that any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled toindemnified Persons may incur (including, without any prior written consents of the Preferred Majoritylimitation, Transfer up to 15% of all Shares (on a fully diluted incremental tax liability and as-converted basisattorneys’ fees and expenses) as at a result of such Transfer or attempted Transfer and efforts to enforce the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreementindemnity granted hereby.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor (a) Employee agrees that he or she is the 100% percent legal and beneficial owner shall not Transfer any of his or her respective Founder Holding Company(ies)Shares which are subject to repurchase pursuant to Section 3 above at any time. Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder Employee further agrees that he shall procure its Founder Holding Companies not to, Transfer any of his Shares which are no longer subject to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company repurchase pursuant to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person 3 above without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any Board of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents Directors of the Preferred MajorityCorporation or the holders of a majority of the preferred Shares, except as provided for in Section 5.2. (b) Notwithstanding anything to the contrary contained herein, Employee (and any permitted transferee of Employee) may Transfer up to 15% all of all Shares its, his or her Shares: (on i) if the stockholder is a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Companylimited partnership or a trust, to any Person member of the Group of which Employee (or such permitted transferee) is a member, provided that such transferee shall agree in writing -------- with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a corporation, to any member of its Group; provided that such transferee shall -------- agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) to any member of the Family of Employee (or such permitted transferee); provided -------- that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family -------- ------- trusts shall be non-transferable or, if such interests are transferable, the Board of Directors of the Corporation shall have granted its consent to such Transfer in its sole discretion; and (iv) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the deceased Employee (or permitted transferee). (c) If requested in writing by the managing underwriters, if any, of any Public Offering, Employee agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to such Public Offering, and the Corporation hereby also so agrees; provided, however, that -------- ------- this restriction will not apply to Transfers permitted under Section 5.1(b), provided such transferee agrees in writing with the Corporation, prior to and as -------- a condition precedent to such Transfer, to be bound by the restrictions contained in this Section 5.1(c) (and the other than a Restricted Person) at any time following the date provisions of this Agreement.) Notwithstanding the foregoing, in the event that Employee shall have previously accepted an offer to purchase Offered Shares (as defined below) which have been offered pursuant to Section 5.2(a), Employee shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the -------- restrictions contained in this Section 5.1(c) (and the other provisions of this Agreement.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) Except for transfers by the Ordinary Holders to Permitted Transferees as long as Tencent (together with its Affiliates) holds 5% or more provided in Section 4.6 of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)this Appendix, none of the Founder Holding Companies Ordinary Holders or the Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent(i) the holders of a majority of the Series A Shares and the Series A-1 Shares, voting together as a separate class, and (ii) the holders of a majority of the Series B Shares, voting together as a separate class, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions of any Company securities now held by him to any person any time prior to the Qualified IPO; provided that during such period each Existing Shareholder controlled by the Founders may sell, transfer, or otherwise dispose of, up to an aggregate of 10% of the issued outstanding Ordinary Shares held by such Existing Shareholder as of the date hereof; provided further, that any such sale, transfer or disposition shall nevertheless be subject to the right of first refusal and co-sale rights of the Preferred Holders and the Ordinary Holders under Sections 4.3, 4.4 and 4.5 of this Appendix. (b) except for Transfers Any attempt by a Founder Holding Company party to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies sell or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies transfer Restricted Shares or its Permitted Transferees not to, Transfer more than 15% of all Preferred Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 of this Appendix shall be void and the Company hereby agrees it will not effect such Transfera transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of holders of a majority of Preferred Shares. (c) The Investors and their respective affiliates to whom any Preferred Share or Ordinary Share has been duly assigned in accordance with this Agreement, may not sell or transfer part or all of their shares to any competitor of the Company. For the avoidance purpose of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above4.7 of this Appendix, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents “competitor” of the Preferred Majority, Transfer up to 15% Company shall mean any entity whose business or product competes directly or indirectly against the Principal Business of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person as defined herein, and its subsidiaries (other than a Restricted Person) at any time following including the date of this AgreementSubsidiaries).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) The Stockholder shall not, during any month, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose of more than ten percent (10%) of the Shares held by the Stockholder at the beginning of such month during the Term, as defined in Section 3 hereof. The term "dispose" includes, but is not limited to, the act of selling, assigning, transferring, pledging, hypothecating, encumbering, mortgaging, giving and any other form of disposing or conveying, whether voluntary or by operation of law. Any Algiers Common Stock acquired by Stockholder in the open market after the date hereof will not be Lock-Up Shares (as defined below) and will not be subject to the provisions of this Section 2. For purposes of this Agreement, Lock-Up Shares shall mean the Shares not disposed of by the Stockholder during any month which exceeds more than ten percent (10%) of the shares held by the Stockholder during such month during the Term, as defined in Section 3 hereof. For so long as Tencent (together with its Affiliates) holds 5% or more of this Agreement is in effect, all Lock-Up Shares shall be subject to the Company’s total outstanding Shares (prohibitions on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, transfer contained in this Section 2. (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6Notwithstanding the foregoing, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of Stockholder may transfer all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of his Shares (i) by way of gift to any member of the Stockholder's family or to any trust for the benefit of any such family member or the Stockholder, provided that any such transferee shall agree in writing with Algiers, as a condition to such transfer, to be bound by all of the provisions of this Agreement to the same extent as if such transferee were the Stockholder, or (ii) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the Stockholder, or (iii) if such Stockholder is a corporation, trust, partnership, limited liability company or similar entity, to its Permitted Transferees stockholders, beneficiaries, partners or members, as the case may be, provided that any such transferee shall agree in writing with Algiers, as a condition to such transfer, to be bound by all of the provisions of this Agreement to the same extent as if such transferee were the Stockholder. As used herein, the word "family" shall include any spouse, lineal ancestor or descendant, brother or sister. (c) No transfer of Shares otherwise permitted by this Agreement may be made unless such transfer is within the limitations of and in compliance with Rule 144 under the Securities Act of 1933, as amended (the "Securities Act") to the extent the Stockholder is an affiliate, unless the transfer of the Shares has been registered under the Securities Act. (d) Any transfer or other disposition of Shares in violation of this Section 4 the restrictions on transfer contained herein shall be null and void and shall not entitle the Company hereby agrees it will not effect such Transfer. For Stockholder or any proposed transferee or other person to have any Shares transferred upon the avoidance books of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this AgreementAlgiers.

Prohibited Transfers. Unless disclosed in the Transaction Documents(a) No Stockholder shall, each Founder hereby represents to each Investor that he directly or she is the 100% percent legal and beneficial owner indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose (either voluntarily or by operation of law or otherwise) of all or any of his Shares (or her respective Founder Holding Company(iesany interest therein or any option, warrant or other right with respect thereto) (collectively, a “Transfer”). , except in compliance with the terms of this Agreement. (b) Notwithstanding anything to the contrary hereincontained in this Agreement and subject to Section 2(d) below, (ai) as long as Tencent (together with its Affiliates) holds 5% or more any Stockholder may Transfer, without the necessity of prior approval of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)Board of Directors, none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation his Shares by way of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject gift to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person his spouse (other than a Restricted PersonTransfer in connection with marital divorce or separation proceedings), to any of his lineal descendants, ancestors or siblings, or to any trust for the benefit of any one or more of such Stockholders, his spouse or his lineal descendants, ancestors or siblings, provided that solely in the case of a grantor retained annuity trust (a “GRAT”) at upon any time following termination thereof the date Shares may be transferred to the beneficiaries thereof and provided that with respect to any such Transfer under this clause (i) such Stockholder retains, as trustee, by irrevocable proxy or by some other means, the sole authority to vote such Shares; (ii) any Stockholder may Transfer all or any of his Shares by will or the laws of descent and distribution; (iii) any Stockholder may make a Transfer to the Company or to transferee designated by the Company pursuant to a vesting or repurchase agreement entered into between the Company and such Stockholder, and (iv) any Stockholder may Transfer all or any part of its Shares to Affiliates; provided, however, that any such transferee (other than the Company) (a “Permitted Transferee”) under clauses (i), (ii), (iii) or (iv) shall agree in writing with the Company and the Stockholders, as a condition to such Transfer, to be bound by all of the provisions of this Agreement to the same extent as if such transferee were the Stockholder transferring such Shares. (c) Notwithstanding anything to the contrary contained in this Agreement and subject to Section 2(d) below, any Stockholder may Transfer all or any portion of his Shares to another Stockholder. (d) Notwithstanding anything to the contrary contained in this Agreement, no Stockholder other than Xxxxxxx X. Xxxxxxxx may Transfer (including without limitation an Involuntary Transfer (as hereinafter defined)) shares of Class A Common Stock under this Agreement or otherwise to a Person that is not then a holder of Class A Common Stock, except for Transfers to the Company. It shall be a condition to the effectiveness of any Transfer not expressly permitted herein that prior thereto such shares of Class A Common Stock shall be converted to shares of Class B Common Stock.

Prohibited Transfers. Unless disclosed Except as expressly permitted in the Transaction Documentsthis Agreement, each Founder hereby represents to each Investor that he no Stockholder nor any of their respective Affiliates, including any direct or she is the 100% percent legal and indirect beneficial owner or ultimate parent of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary hereinany such entity (including AOLTW, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted AOL and fully diluted basisODC), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not todirectly or indirectly, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies right, title or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies interest in (i) any shares of Preferred Stock or its Permitted Transferees not to, Transfer more than 15% of all Shares Common Stock or (on a fully diluted and as-converted basisii) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation their Affiliates which beneficially own, either directly or indirectly, any shares of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For Preferred Stock or Common Stock; provided that, for the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees neither this restriction nor any other provision of this Article V shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, apply to any Person (other than a Restricted Person) Transfer of Notes. Without limiting the foregoing or any right or remedy any Party may have hereunder, each Stockholder agrees that, in the event that at any time following any Parent Entity or any Wholly Owned Affiliate of a Parent Entity ceases to be a Parent Entity or a Wholly Owned Affiliate of a Parent Entity (including if AOL ceases to be a Wholly Owned Affiliate of AOLTW or if Aspen or Atlantis ceases to be a Wholly Owned Affiliate of the date Cisneros Family), then all shares of Voting Stock Transferred to or hxxx xx xuch Person shall automatically be deemed to, and such Person and the Stockholder Affiliated with such Person shall cause such shares to, immediately convert at such time from High Vote Preferred Stock, if applicable, into that number of shares of High Vote Common Stock into which such shares are then convertible at the applicable conversion ratio under the Certificate of Incorporation, and immediately convert at such time from High Vote Common Stock, if applicable, into that number of shares of Class A Common Stock into which such shares are then convertible at then applicable conversion ratio under the Certificate of Incorporation; PROVIDED that no such conversion shall occur if such Person ceases to be a Parent Entity or a Wholly Owned Affiliate of a Parent Entity solely as a result of the bona fide pledge, hypothecation or similar financing transaction of the equity interests of such Person so long as the Transferring Parent Entity or Wholly Owned Affiliate of a Parent Entity continues to have the sole and exclusive authority and right to vote the shares subject to such pledge, hypothecation, or other financing transaction. Except for Transfers duly made in accordance with this AgreementArticle V, no Transfer of Preferred Stock or Common Stock by a Stockholder shall be valid as against the Company and its stockholders and any purported transfer not so made in accordance with Article V shall be null and void and of no force or effect as against the Company and the other Stockholders.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (ai) as long as Tencent (together with its Affiliates) holds 5% or more Each of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)Selling Shareholders agrees not to circumvent or otherwise avoid the Transfer restrictions or intent thereof set forth in this Section 5, none whether by holding the Equity Securities of the Founder Holding Companies shallCompany indirectly through another Person or by causing or effecting, and each Founder shall procure its Founder Holding Companies not todirectly or indirectly, the Transfer or issuance of any Shares to a Restricted Person without Equity Securities of the prior written consent of Tencent, (b) except for Transfers Company by any such Person. Any attempt by a Founder Holding Company Selling Shareholder to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, effect a Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 5 shall be void and the ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever. The Company hereby agrees it will not effect such Transfer. For a Transfer nor will it treat any alleged transferee as the avoidance holder of doubtsuch Equity Securities. (ii) Unless expressly permitted under any of the Transaction Documents, subject to Section 4.1(a) each Founder shall not, Sections 4.2 and Section 4.5 above, a Founder Holding Company shall not cause or permit any other Person (including its Permitted Transferees Transferees) to, directly or indirectly, Transfer through one or a series of transactions any equity interest held or Controlled by him in any Key Subsidiary to any Person. Any Transfer in violation of this Section 5.9(ii) shall be entitled void and each Key Subsidiary hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such equity interest, and (b) each Key Subsidiary shall not, and each Founder shall not cause or permit each Key Subsidiary to, without issue to any prior written consents Person any equity interest of such Key Subsidiary or any options or warrants for, or any other securities exchangeable for or convertible into, such equity interest of such Key Subsidiary. (iii) Notwithstanding anything to the contrary in this Agreement, the Company shall not issue, transfer, sell or otherwise dispose of any Equity Securities of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person of the individuals or entities named on (other than a) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter; or (b) the World Bank Listing of Ineligible Firms. So long as IFC or AMC Funds holds any Shares, the Company further undertakes that none of the individuals or entities named on the above lists will be registered as a Restricted Person) at any time following shareholder of the date Company on the register of members of the Company. For the purpose of this AgreementClause, “World Bank Listing of Ineligible Firms” means the list accessible at xxxx://xxx.xxxxxxxxx.xxx/xxxxxx, or any successor website location, as updated from time to time, of persons or entities ineligible to be awarded a World Bank Group-financed contract or otherwise sanctioned by the World Bank Group sanctions board for the periods indicated on the list due to the violation of the fraud or corruption related provisions of the World Bank Group anticorruption guidelines and policies.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder (a) Each Shareholder hereby represents to each Investor agrees that he it shall not Transfer all or she is the 100% percent legal and beneficial owner any of his or her respective Founder Holding Company(ies). Notwithstanding anything its Stock except to the contrary herein, (a) Companies which originally issued the Stock or as long as Tencent (together with its Affiliates) holds 5% or more of expressly provided in this Agreement. No Transfer shall be effective and the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shallshall not, and each Founder shall procure its Founder Holding Companies not be compelled to, recognize any Transfer or record any Shares Transfer on their books made other than in accordance with the terms of this Agreement, or issue any certificate representing any Stock to any Person who has received such Stock in a Restricted Transfer made other than in accordance with the terms of this Agreement or to any Person without the prior written consent of Tencent, who has not delivered to it an executed Counterpart. (b) except Each Shareholder shall be permitted to Transfer its Stock to any Affiliate of such Shareholder without compliance with Section 4 hereof, provided that any such transferee shall, as a condition to such Transfer, execute a Counterpart and thereafter the transferee shall be treated as a Shareholder for Transfers by a Founder Holding Company all purposes under this Agreement; and provided (c) Each Individual Investor shall be permitted to its Transfer all or any of his Stock to such Individual Investor's Permitted Transferees without compliance with Section 4 hereof, provided that such Permitted Transferee executes a Counterpart, and, except in the case of a Transfer occasioned as provided in Section 4.6, none a result of the Founder Holding Companies death of an Individual Investor: (i) notwithstanding such Transfer, the Individual Investor making such Transfer shall remain jointly and severally liable for any breach by the Permitted Transferee of the provisions of this Agreement; and (ii) any Individual Investor who Transfers any or their respective all of his Voting Stock to a Permitted Transferees Transferee shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at except with the date hereof held by it, her or him to any Person without the prior written consent of the holders of a majority of the Shares other than the Shares of the Transferring Individual Investor, retain the right to vote the transferred Stock on any matter on which such Stock is entitled to vote under the provisions of the applicable Company's Certificate of Incorporation. (d) Nothing in this Section 2, shall be construed to restrict the merger of any two or more Companies with each other, notwithstanding that such a merger may be deemed to cause a Transfer of Stock, provided such merger does not cause any material change in the aggregate ownership of Stock. (e) Notwithstanding this Section 2, the Individual Investors and Holdings shall be permitted to pledge their shares in favor of The First National Bank of Boston, as Administrative Agent, pursuant to the Management Pledge Agreement and the Parent Pledge Agreement, both dated the date hereof. (f) Notwithstanding this Section 2, any Individual Investor shall be permitted to pledge his shares of Class C Preferred Majority on or Stock to a lender to the pledging Individual Investor provided that (i) prior to completing the pledge, the lender undertakes in a Qualified Initial Public Offering. Any Transfer writing (in form and substance acceptable to the lender and the Companies) delivered to the Companies that (A) such lender is prohibited from selling or attempted Transfer by a Founder Holding Company syndicating all, or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents portion of the Preferred Majoritydebt obligation secured by the pledge, Transfer up to 15% and (B) in the event of all Shares (any default on a fully diluted and as-converted basis) as at the date hereof held debt secured by such Founder Holding Companypledge, to all or any Person portion of the pledged shares (other than a Restricted Person) at any time following the date of this Agreement.as determined by the

Prohibited Transfers. Unless disclosed in and until the Transaction DocumentsIRR Release Date has occurred, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, Management Stockholders shall not Transfer any Restricted Stock other than (a) to the Company as long permitted or required under this Agreement as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, Transfer it relates to any Shares to a Restricted Person without the prior written consent of TencentForfeiture, (b) except for Transfers by as permitted below, to a Founder Holding Company Permitted Transferee, (c) pursuant to its Permitted Transferees as provided the “Defaulting Investor” provisions contained in Section 4.6, none 2.3 of the Founder Holding Companies Founders Subscription Agreement or their respective Permitted Transferees shallupon the Company’s exercise of remedies under the stock pledge agreement executed by the Management Stockholder pursuant to the Founders Subscription Agreement, (d) following a Change of Control Liquidity Event, as contemplated by and in accordance with Section 4.04 of the Stockholders Agreement, and each Founder (e) in a Corporate Transaction, provided that the proceeds received in such Corporate Transaction shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him be deemed to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation be Restricted Stock for purposes of this Section 4 shall be void Agreement and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 the terms and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date provisions of this Agreement. Additionally, the Management Stockholder shall not Transfer any shares of Restricted Stock except in compliance with the terms of the Stockholders Agreement. As a condition to any Transfer to a Permitted Transferee, each Permitted Transferee to whom shares of Restricted Stock are transferred must, as a condition precedent to such Transfer, acknowledge in writing to the Company that such person agrees to be bound by the terms and conditions of this Agreement to the same extent as such shares would be so subject if retained by the Management Stockholder. The Company shall not transfer on its books any shares of its capital stock that are subject to this Agreement unless the provisions of this Agreement and the Stockholders Agreement applicable thereto have been complied with in full. Any purported transfer by a Management Stockholder of capital stock of the Company without full compliance with such provisions hereof and thereof shall be null and void.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)Notwithstanding any other provision set forth herein, none of the Founder Holding Companies shallagrees that he will not sell or transfer more than an aggregate of 800,000 shares of Stock during the three year period ending November 1, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent, 1998 except in transactions permitted by Section 4. (b) except In the event the Founder sells any Stock in contravention of the terms of this Agreement (a "Prohibited Transfer"), the Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (c) In the event of a Prohibited Transfer, each Stockholder shall have the right to sell to the Founder the type and number of shares of Stock equal to the number of shares each Stockholder would have been entitled to transfer to the purchaser under Section 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the purchaser to the Founder in the Prohibited Transfer. (ii) Within ninety (90) days after the later of the dates on which the Stockholder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, each Stockholder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for Transfers transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by a Founder Holding Company Stockholder, pursuant to its Permitted Transferees as provided this subparagraph 5(b), pay the aggregate purchase price therefor, in Section 4.6cash or by other means acceptable to the Stockholder. (iv) Notwithstanding the foregoing, none of any attempt by the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees transfer Stock in violation of Section 2 of this Section 4 Agreement shall be void and the Company hereby agrees it will not effect such Transfer. For a transfer nor will it treat any alleged transferee as the avoidance holder of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, such shares without the written consent of a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents majority in interest of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this AgreementStockholders.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). (a) Notwithstanding anything to the contrary contained herein, CMCC (aand any permitted transferee of CMCC) as long as Tencent may Transfer all of its, his or her Shares: (together with its Affiliatesi) holds 5% if the stockholder is a limited partnership or more a trust, to any member of the Company’s total outstanding Shares Group of which CMCC (on an as-converted or such permitted transferee) is a member; provided, that such transferee shall agree in writing with the Corporation, -------- prior to and fully diluted basis)as a condition precedent to such Transfer, none to be bound by all of the Founder Holding Companies shallprovisions of this Agreement; (ii) if the stockholder is a corporation, to any member of its Group; provided, that such transferee shall agree in writing -------- with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) if the transferor is any such permitted transferee of CMCC, to any member of the Family of such permitted transferee; provided, that such new transferee shall agree in writing -------- with the Company, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that -------- ------- the interests in any Family trusts shall be non-transferable; and (iv) if the transferor is any such permitted transferee of CMCC, by will or the laws of descent and distribution, in which event each Founder such new transferee shall procure its Founder Holding Companies not to, Transfer any Shares be bound by all of the provisions of this Agreement to a Restricted Person without the prior written consent of Tencent, same extent as if such transferee were sick (or permitted transferee). (b) If requested in writing by the managing underwriters, if any, of any Public Offering, CMCC agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the Founder Holding Companies or their respective Permitted Transferees shallregistration statement filed with respect to said offering, and each Founder the Corporation hereby also so agrees; provided, however, that this restriction will -------- ------- not apply to transfers permitted under Section 4.1(a) provided such transferee agrees to be bound by the restriction contained in this Section 4.1(b). Notwithstanding the foregoing, in the event that CMCC shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all have accepted an offer to purchase Offered Shares (on a fully diluted and as-converted basisas defined below) as at which have been offered pursuant to Section 4.2(a), CMCC shall not be prohibited from consummating such sale, provided, that the date hereof held purchaser agrees to be bound by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees restrictions -------- contained in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreement4.1(b).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary hereincontained in this Agreement, (a) as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder shall procure its Founder Holding Companies not to, no Holder may Transfer any Shares to any Person, and no Person who is the registered or beneficial owner of shares of a Restricted Person without Permitted Corporation that is a Holder may Transfer any shares of that Permitted Corporation if: (a) following the prior written consent completion of Tencentsuch Transfer, (b) except for Transfers the aggregate number of votes attaching to the MVS held, directly or indirectly, by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none the Parties would be less than 55% of the Founder Holding Companies or their respective Permitted Transferees shallaggregate number of votes attaching to all of the shares of the Corporation that may be cast at any general meeting of the shareholders of the Corporation, as determined by the Family Representatives, and each Founder for such purpose the aggregate number of votes attaching to all of the shares of the Corporation that may be cast at any general meeting of the shareholders of the Corporation shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (be determined on a fully diluted basis on the assumption that all outstanding options and as-other rights to acquire shares that have been granted by the Corporation had been exercised, all securities or obligations issued by the Corporation that are convertible into Shares had been converted basis) as at the date hereof held by it, her into Shares and all outstanding NVS or him to any Person without the prior written consent other securities of the Preferred Majority on Corporation that are convertible into Shares to which votes are attached have been converted; provided that this Section 8.4(a) shall not apply to prohibit an En Bloc Sale or prior a sale pursuant to a Qualified Initial Public Offering. Any Transfer Take-over Offer or attempted Transfer by a Founder Holding Company Replacement Offer, in each case made in accordance with the terms of this Agreement; (b) such Person is a Competitor that is Materially Competitive with the Corporation or any of its Permitted Transferees in violation of Subsidiaries, as determined by the Family Representatives, provided that this Section 4 8.4(b) shall be void and not apply to a Public Sale or an En Bloc Sale or a sale through the Company hereby agrees it will not effect such Transfer. For the avoidance facilities of doubt, subject a stock exchange pursuant to Section 4.113.1 or a sale pursuant to a Take-over Offer or a Replacement Offer, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of in each case made in accordance with the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date terms of this Agreement; (c) such Transfer would result in such Holder or the Person effecting such Transfer being in a breach of Section 1 of the applicable Coattail Agreement; (d) such Transfer would cause the Corporation to be in breach of any Laws affecting the Corporation, or would result in any newspaper published or produced by the Corporation or by any of its Newspaper Subsidiaries not being a “Canadian newspaper” for the purposes of the Tax Act; or (e) in the case of a Transfer by such Holder of SVS resulting from the conversion of MVS, in his capacity as an Offeror pursuant to Section 12.1, such Holder or any Person not dealing at Arm’s Length with such Holder, has or will receive directly or indirectly any Collateral Benefit that will not be made available to the Offerees.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% In the event any Founder should sell any Equity Securities in contravention of Section 2.2 or more the co-sale rights of the Company’s total outstanding Shares Holders under Section 2.3 (on an as-converted and fully diluted basisin either case, a "PROHIBITED TRANSFER"), none to the extent such sale is valid and recorded on the books of and recognized by the Founder Holding Companies shallCompany pursuant to Section 1, the Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and each such Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without be bound by the prior written consent applicable provisions of Tencent, such option. (b) except In the event of a Prohibited Transfer, each Holder shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares each Holder would have been entitled to transfer to the third-party transferee(s) under Section 2.3 above had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) the price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer; (ii) within sixty (60) days after the later of the dates on which the Holder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, each Holder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for Transfers transfer; (iii) the Founder shall, upon receipt of the certificate or certificates for the shares to be sold by a Founder Holding Company Holder, pursuant to its Permitted Transferees this Section 2.4, pay the aggregate purchase price therefor, as specified in subparagraph 2.4(b)(i), in cash or by other means acceptable to the Holder; and (iv) notwithstanding the foregoing, this Section 2.4 does not in any way limit the restrictions on transfer provided for in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreement1.

Prohibited Transfers. Unless disclosed in Until the Transaction Documentsearliest of (i) the consummation of a Qualified Public Offering, each Founder hereby represents to each Investor that he (ii) the date on which all Notes are no longer outstanding or she is (iii) the 100% percent legal and beneficial owner of his date on which all Preferred Shares are no longer outstanding (whether through redemption or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, conversion into Common Stock): (a) as long as Tencent The Principal shall not sell, assign, transfer, grant an option to or for, pledge, hypothecate, mortgage, encumber or dispose of (a "Transfer") all or any Securities owned by him directly, nor shall the Principal permit the Transfer of any Securities owned by his family directly, to the extent that the Securities conveyed in such Transfer, together with its Affiliates) holds 5all Securities conveyed in all previous Transfers by the Principal following the Closing Date would exceed 10% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none Securities held by the Principal as of the Founder Holding Companies shallClosing Date. Notwithstanding the foregoing, the Principal may Transfer (i) any and all Securities owned by him by way of gift to any member of his immediate family or to any trust for the benefit of any such family member of such Principal, provided that each such transferee shall agree in writing with the Company and the Purchasers, as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement and any other agreement related to the repurchase of such Securities by which the Principal is bound to the same extent as if such transferee were the Principal, and (ii) any and all Securities owned by him by will or the laws of descent and distribution, in which event each Founder such transferee shall procure its Founder Holding Companies not tobe bound by all of the provisions of this Agreement and any other agreement related to the repurchase of such Securities by which the Principal is bound to the same extent as if such transferee were the Principal. As used herein, Transfer the word "family" shall include any Shares spouse or lineal descendant. In addition, the amount of Securities held by the Principal shall be deemed to a Restricted Person without include the prior written consent of Tencent, Securities held by such Principal's family; and (b) except for MET shall not Transfer all or any TeleBanc Securities owned by it to the extent that the TeleBanc Securities conveyed in such transfer, together with all TeleBanc Securities conveyed in all previous Transfers by a Founder Holding Company to its Permitted Transferees MET following the Closing Date would exceed 10% of TeleBanc Securities held by MET as provided in Section 4.6, none of the Founder Holding Companies Closing Date, provided however, that MET may Transfer in excess or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15such 10% of all Shares (on a fully diluted and as-converted basis) as at the date hereof TeleBanc Securities held by it, her (i) to the extent that such TeleBanc Securities or him to any Person without the prior written consent proceeds of the Preferred Majority on Transfer of such TeleBanc Securities are used for the redemption, repurchase or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any other reacquistion of its Permitted Transferees in violation MET Stock from shareholders of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfer. For the avoidance of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (MET other than the Principal or Mitchell A. Caplan, ox (xx) xxxxxxxx xx a Restricted Person) at any time following the date liquidation of this AgreementMET.

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) Except for transfers by the Ordinary Holders to Permitted Transferees as long as Tencent (together with its Affiliates) holds 5% or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)provided in Section 4.6 above, none of the Founder Holding Companies Ordinary Holders or the Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent(i) the holders of a majority of the Series A Shares and the Series A-1 Shares, voting together as a separate class, and (ii) the holders of a majority of the Series B Shares, voting together as a separate class, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions of any Company securities now held by him to any person any time prior to the Qualified IPO; provided that during such period each Existing Shareholder controlled by the Founders may sell, transfer, or otherwise dispose of, up to an aggregate of 10% of the issued outstanding Ordinary Shares held by such Existing Shareholder as of the date hereof; provided further, that any such sale, transfer or disposition shall nevertheless be subject to the right of first refusal and co-sale rights of the Preferred Holders and the Ordinary Holders under Sections 4.3, 4.4 and 4.5 above. (b) except for Transfers Any attempt by a Founder Holding Company party to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies sell or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies transfer Restricted Shares or its Permitted Transferees not to, Transfer more than 15% of all Preferred Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such Transfera transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of holders of a majority of Preferred Shares. (c) The investors and their respective affiliates to whom any Preferred Share or Ordinary Share has been duly assigned in accordance with this Agreement, may not sell or transfer part or all of their shares to any competitor of the Company. For the avoidance purpose of doubt, subject to this Section 4.1, Sections 4.2 and Section 4.5 above4.7, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents “competitor” of the Preferred Majority, Transfer up to 15% Company shall mean any entity whose business or product competes directly or indirectly against the Principal Business of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person as defined herein, and its subsidiaries (other than a Restricted Person) at any time following including the date of this AgreementSubsidiaries).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) Except for transfers by the Ordinary Holders to Permitted Transferees as long as Tencent (together with its Affiliates) holds 5% or more provided in Section 4.6 of the Company’s total outstanding Shares (on an as-converted and fully diluted basis)this Appendix, none of the Founder Holding Companies Ordinary Holders or the Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies not to, Transfer any Shares to a Restricted Person without the prior written consent of Tencent(i) the holders of a majority of the Series A Shares and the Series A-1 Shares voting together as a separate class, and (ii) the holders of a majority of the Series B Shares, voting together as a separate class, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions of any Company Securities now held by him to any person any time prior to the Qualified IPO; provided that during such period each Existing Shareholder controlled by the Founders may sell, transfer; or otherwise dispose of, up to an aggregate of 10% of the issued outstanding Ordinary Shares held by such Existing Shareholder as of the date hereof; provided further, that any such sale, transfer or disposition shall nevertheless be subject to the right of first refusal and co-sale rights of the Preferred Holders and the Ordinary Holders under Sections 4.3, 4.4 and 4.5 of this Appendix. (b) except for Transfers Any attempt by a Founder Holding Company party to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies sell or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies transfer Restricted Shares or its Permitted Transferees not to, Transfer more than 15% of all Preferred Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior to a Qualified Initial Public Offering. Any Transfer or attempted Transfer by a Founder Holding Company or any of its Permitted Transferees in violation of this Section 4 of this Appendix shall be void and the Company hereby agrees it will not effect such Transfera transfer, nor will It treat any alleged transferee as the holder of such shares without the written consent of holders of a majority of Preferred Shares. (c) The. Investors and their respective affiliates to whom any Preferred Share or Ordinary Share has been duly assigned in accordance with this Agreement, may not sell or transfer part or all of their shares to any competitor of the Company. For the avoidance purpose of doubt, subject to Section 4.1, Sections 4.2 and Section 4.5 above4.7 of this: Appendix, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents “competitor” of the Preferred Majority, Transfer up to 15% Company shall mean any entity whose business or product competes directly or indirectly against the Principal Business of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person as defined herein, and its subsidiaries (other than a Restricted Person) at any time following including the date of this AgreementSubsidiaries).

Prohibited Transfers. Unless disclosed in the Transaction Documents, each Founder hereby represents to each Investor that he or she is the 100% percent legal and beneficial owner of his or her respective Founder Holding Company(ies). Notwithstanding anything to the contrary herein, (a) as long as Tencent (together with its Affiliates) holds 5% Each Common Stockholder agrees that he, she or more of the Company’s total outstanding Shares (on an as-converted and fully diluted basis), none of the Founder Holding Companies shall, and each Founder it shall procure its Founder Holding Companies not to, Transfer any Common Shares to a Restricted Person without the prior written consent of Tencent, (b) except for Transfers by a Founder Holding Company to its Permitted Transferees as provided in Section 4.6, none of the Founder Holding Companies or their respective Permitted Transferees shall, and each Founder shall procure its Founder Holding Companies or its Permitted Transferees not to, Transfer more than 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by it, her or him to any Person without the prior written consent of the Preferred Majority on or prior holders of a majority of the outstanding Shares other than the Shares held by the Transferring Stockholder, except as provided for in Section 4.2. (b) Notwithstanding anything to the contrary contained herein, a Qualified Initial Public Offering. Any Common Stockholder may Transfer or attempted Transfer by a Founder Holding Company all or any of its Permitted Transferees his Common Shares: (i) to any member of his Family or to any trust for the exclusive benefit of the Common Stockholder or any member of the Family of the Common Stockholder; provided that any such transferee shall agree in violation writing with the Company, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Section 4 Agreement and provided, further, that, in the case of a trust, the interests in any such trusts shall be void non-transferable, except in compliance with this Agreement, (ii) in the case of Dr. Xxxxxxx Xxxxxxxxx, to a foundation qualified pursuant to Section 501(C)(3) of the Internal Revenue Code of 1986, as amended, which was organized by Xx. Xxxxxxxxx or to which Xx. Xxxxxxxxx is the sole donor, provided, that any such foundation shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement and provided, further, that the interests in such foundation shall be non-transferable, and (iii) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the deceased Stockholder. (c) If requested in writing by the managing underwriters, if any, of the initial Public Offering of the Company's Common Stock, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within 30 days before or 180 days after the effective date of the registration statement filed with respect to said Public Offering, and the Company hereby agrees it also so agrees; provided, however, that this restriction will not effect such Transfer. For the avoidance of doubt, subject apply to transfers permitted under Section 4.1, Sections 4.2 and Section 4.5 above, a Founder Holding Company or its Permitted Transferees shall be entitled to, without any prior written consents of the Preferred Majority, Transfer up to 15% of all Shares (on a fully diluted and as-converted basis) as at the date hereof held by such Founder Holding Company, to any Person (other than a Restricted Person) at any time following the date of this Agreement4.1(b).