Common use of Transfer of Securities Clause in Contracts

Transfer of Securities. (i) The Investor agrees that it will not Transfer Securities at any time during any Lock-up Period unless (A) the Investor receives the express prior written consent of the Company, at the Company's sole discretion and subject to appropriate Transfer restrictions, (B) the Transfer is a Transfer to a holder of any of the Company's capital stock and the Transfer takes place after the Investor provides the Company with prior notice of the Transfer and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable to the Company, or (D) the Transfer is a Transfer to the purchaser of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such termination. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined in the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

Transfer of Securities. It is clarified that on and from the Agreement Date, any transfer, encumbrance of Securities or any transaction of a similar nature by the Promoters (ior their Affiliates or group companies) The Investor agrees that it will or any change in the shareholding of the Promoters (or their Affiliates or group companies) in the Company as set forth in Part B of Schedule 1 (Shareholding Pattern of Company as on Closing), other than (a) as contemplated in this Agreement, the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 SPA II and the Ashoka SPA; (b) pursuant to an event of default under the Facility Agreement; (c) a transfer of Securities by the Promoters not Transfer Securities at any time during any Lockexceeding 2% (two percent) of the paid-up Period unless capital of the Company; (Ad) a transfer of Securities by the Investor receives Promoters resulting in the express collective shareholding of the Promoters continuing to remain above 51% (fifty one percent) of the Share Capital,or (e) pursuant to an IPO by the Company, shall be undertaken only with the prior written consent of the CompanyPurchaser. Notwithstanding the foregoing any transfer of Securities inter se the Promoters shall be undertaken without the prior written consent of the Purchaser, at provided that the Company's sole discretion Promoters and subject the Company provide a written intimation of such transfer to appropriate Transfer restrictions, the Purchaser within 2 (Btwo) the Transfer is a Transfer to a holder Business Days of any such transfer (along with an updated shareholding pattern of the Company's capital stock ). The Purchaser shall be entitled to, on and from the Transfer takes place after Agreement Date, freely transfer its Securities to its Affiliates and third parties (“Purchaser Transferee”) without the Investor provides the Company with prior notice consent of the Transfer and before (x) Company, the sale Seller and/or the Promoters, provided that, subject to the terms of shares of Common Stock in an IPO and (y) this Agreement, the earlier of the end of the Term of the Research Program Purchaser or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent Purchaser Transferee shall not be unreasonably withheld, permitted to undertake any transfer to a Competitor of the Company until the Extended Exit Date (except as provided for in Clause 5.1.3(f)). It is further agreed that the Purchaser and the third party agrees Purchaser Transferee are expressly prohibited from transferring any Equity Shares or Securities to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable any persons or entities belonging to the Company, or (D) the Transfer is a Transfer to the purchaser Xxxxx Group at any point of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such terminationtime. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined in the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

Transfer of Securities. (a) During the Effective Period, no Consenting Creditor shall sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of any ownership (including any beneficial ownership2) in the Debtor Claims (each, a “Transfer”) to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless it satisfies all of the following requirements (a transferee that satisfies such requirements, a “Permitted Transferee,” and such Transfer, a “Permitted Transfer”): (i) The Investor agrees the intended transferee is another Consenting Creditor or executes a transfer agreement in the form attached hereto as Exhibit B (a “Transfer Agreement”) before or concurrently with the closing of such Transfer (it being understood that it will any Transfer shall not be effective as against the Debtors until notification of such Transfer Securities at and a copy of the executed Transfer Agreement is received by counsel to the Debtors, in each case, on the terms set forth herein, within three (3) business days of such Transfer); and (ii) the Transfer shall not, in the reasonable business judgment of the Debtors and their legal and tax advisors, adversely affect the Debtors’ ability to obtain the regulatory consents or approval necessary to effectuate the Restructuring Transactions. (b) By acknowledgment of written notice of the relevant Transfer in accordance with Section 6(a)(i), or five (5) business days after a copy of any time Joinder is provided to the Debtors, the Debtors shall be deemed to (i) consent to the Transfer absent objection during such five (5) business day notice period and (ii) have acknowledged that their future obligations arising after the date of the Transfer to the Consenting Creditor hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Creditor hereunder. (c) Notwithstanding Section 6(a) or (b), a Qualified Marketmaker3 that acquires any Lock-up Period unless Debtor Claims subject to this Agreement with the purpose and intent of acting as a Qualified Marketmaker for such Debtor Claims, shall not be required to execute and deliver to counsel a Transfer Agreement in respect of such Debtor Claims if (A) the Investor receives the express prior written consent such Qualified Marketmaker subsequently transfers such Debtor Claims (by purchase, sale, assignment, participation, or otherwise) within three (3) business days of the Companyits acquisition to a transferee that is an entity that is not an affiliate, at the Company's sole discretion and subject to appropriate Transfer restrictionsaffiliated fund, or affiliated entity with a common investment advisor; (B) the Transfer transferee otherwise is a Permitted Transferee (including, for the avoidance of doubt, the requirement that such transferee execute a Transfer to a holder of any of the Company's capital stock Agreement); and the Transfer takes place after the Investor provides the Company with prior notice of the Transfer and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) the Transfer transfer otherwise is a Transfer after Permitted Transfer. To the end extent that a Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in Debtor Claims that the Qualified Marketmaker acquires from a holder of the Term Debtor Claims who is not a Consenting Creditor without the requirement that the transferee be a Permitted Transferee. 2 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent shall not be unreasonably withheld, voting rights and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable to the Company, or (D) the Transfer is a Transfer to the purchaser of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiarydisposition of, the Investor agrees Debtor Claims or the right to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after acquire such terminationclaims or interests. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined in the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

Transfer of Securities. (a) Each Purchaser hereby covenants with the Company not to make any sale of the Securities except: (i) The Investor agrees that it will not Transfer Securities at any time during any Lock-up Period unless in accordance with the Registration Statement, in which case Purchaser covenants to comply with the requirement of delivering a current prospectus; or (ii) in accordance with Rule 144, in which case Purchaser covenants to comply with Rule 144; or (A) If the Investor receives transferee has agreed in writing to be bound by the express prior written consent terms of the Company, at the Company's sole discretion and subject to appropriate Transfer restrictionsthis Agreement, (B) such Purchaser shall have notified the Transfer is a Transfer to a holder of any Company of the Company's capital stock proposed disposition and the Transfer takes place after the Investor provides shall have furnished the Company with prior notice a detailed statement of the Transfer circumstances surrounding the proposed disposition, and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) if reasonably requested by the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to Company, such Purchaser shall have furnished the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer with an opinion of the Securities to the third partycounsel, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Purchaser that is (i) a partnership transferring to its partners or former partners in accordance with partnership interests, (Dii) the Transfer is a Transfer corporation transferring to the purchaser of a wholly-owned subsidiary or a parent corporation that owns all of the outstanding capital stock of the Investor Purchaser, (iii) a limited liability company transferring to its members or all former members in accordance with their interest in the limited liability company, or substantially all (iv) an individual transferring to the Purchaser's family member or trust for the benefit of an individual Purchaser; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Purchaser hereunder. (c) Purchaser further acknowledges and agrees that, if a Purchaser is selling the Securities using the prospectus forming a part of the assets Registration Statement, such Securities are not transferable on the books of the Investor, including every right and interest such entity may have in Company unless the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable certificate submitted to the Company. Upon 's transfer agent evidencing such Securities is accompanied by a Transfer to a Subsidiaryseparate certificate executed by an officer of, or other person duly authorized by, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such termination. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined Purchaser in the Collaboration Agreement) by an Agency (form attached hereto as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.EXHIBIT F.

Transfer of Securities. (a) Except for Transfers to Permitted Transferees or Transfers by Principal Investors pursuant to a Public Sale, no Investor shall Transfer Common Stock, Preferred Stock or other Sunnova Securities prior to the second (2nd) anniversary of the Original Agreement Date (the “Lock-up Expiration Date”) without the prior affirmative vote of a Board Supermajority. (b) After the Lock-up Expiration Date, no Investor shall Transfer any Sunnova Securities except pursuant to (i) The Investor agrees that it will not Transfer Securities at any time during any Lock-up Period unless (A) in the Investor receives the express prior written consent case of the CompanyPrincipal Investors, at the Company's sole discretion and subject to appropriate Transfer restrictionsa Public Sale, (Bii) the Transfer is a Transfer to a holder Permitted Transferee, (iii) in the case of any Principal Investors, a Transfer which has complied with Sections 3.2, 3.4, 3.5 and 3.6 or (iv) a right or obligation of a Drag-Along Investor or Tag-Along Investor under Sections 3.5 and 3.6 (each of the Company's capital stock foregoing other than clause (iii), an “Exempt Transfer”). (c) The provisions of this Agreement shall be binding upon all Sunnova Securities now owned or hereafter acquired by each Investor and shall be binding upon all subsequent holders of Sunnova Securities who execute a Joinder Agreement or execute a counterpart signature page to this Agreement. Except for Transfers that constitute Public Sales, [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Transfer takes place after Securities and Exchange Commission pursuant to Rule 406 of the Investor provides Securities Act of 1933, as amended. neither the Company with prior notice of the nor any Investor shall Transfer any Sunnova Securities to a Person not already a party to this Agreement as an Investor (including Permitted Transferees) unless and before until (xi) the sale of shares of Common Stock in an IPO such Person executes and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor delivers to the Company of a notice of termination of Joinder Agreement or counterpart signature page to this Agreement pursuant to which such Person will thereupon become a party to, and be bound by and obligated to comply with the Term of the Research Programterms and provisions of, this Agreement and (Cii) the such Transfer is a Transfer after otherwise made in compliance with this Agreement. Upon the end execution of the Term of the Research Program and prior Joinder Agreement or counterpart signature page to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable to the Company, or (D) the Transfer is a Transfer to the purchaser of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including a Transferee of a Management Investor shall be deemed to be a Management Investor for all purposes of this Agreement except that, (A) in the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such case of a Transfer to a SubsidiaryPermitted Transferee, all provisions that relate to Termination of Employment of a Management Investor and the effects thereof shall continue to apply to such Management Investor agrees transferor and not to repurchase such Permitted Transferee and (B) in the Securities from the Subsidiary immediately prior case of a Transfer to a cessation Person other than a Permitted Transferee, Article V of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration this Agreement is terminated pursuant shall cease to its termsapply following such Transfer (other than Section 5.1(b), the Lock-up Period which shall terminate one year after such terminationcontinue to apply). (iid) In addition to Section 7(b)(i), until the end Any attempted Transfer of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under Sunnova Securities other than in accordance with this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will Agreement shall be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two null and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act void and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined in the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Product, the Investor Company shall give the Company prompt written notice of not recognize any proposed such Transfer of the Securities and shall not proceed with reflect on its records any change in record ownership of Sunnova Securities pursuant to any such proposed Transfer unless otherwise permitted under Transfer. In the event that any Investor materially breaches or violates the terms of this Agreement. Article III and such breach or violation is not promptly cured (v) The Investor agrees that certificates representing or waived by the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"other Investors), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLDsuch Investor (and its attempted Transferee) shall have no voting rights as an equity holder in the Company (including, ASSIGNEDwithout limitation, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION pursuant to Section 6.9 hereof) unless and until such time as such breach or violation is cured (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIREDor waived by the other Investors).

Transfer of Securities. It is clarified that on and from the Agreement Date, any transfer, encumbrance of Securities or any transaction of a similar nature by the Promoters (ior their Affiliates or group companies) The Investor agrees that it will or any change in the shareholding of the Promoters (or their Affiliates or group companies) in the Company as set forth in Part B of Schedule 1 (Shareholding Pattern of Company as on Closing), other than (a) as contemplated in this Agreement, the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One10 SPA II and the Ashoka SPA; (b) pursuant to an event of default under the Facility Agreement; (c) a transfer of Securities by the Promoters not Transfer Securities at any time during any Lockexceeding 2% (two percent) of the paid-up Period unless capital of the Company; (Ad) a transfer of Securities by the Investor receives Promoters resulting in the express collective shareholding of the Promoters continuing to remain above 51% (fifty one percent) of the Share Capital,or (e) pursuant to an IPO by the Company, shall be undertaken only with the prior written consent of the CompanyPurchaser. Notwithstanding the foregoing any transfer of Securities inter se the Promoters shall be undertaken without the prior written consent of the Purchaser, at provided that the Company's sole discretion Promoters and subject the Company provide a written intimation of such transfer to appropriate Transfer restrictions, the Purchaser within 2 (Btwo) the Transfer is a Transfer to a holder Business Days of any such transfer (along with an updated shareholding pattern of the Company's capital stock ). The Purchaser shall be entitled to, on and from the Transfer takes place after Agreement Date, freely transfer its Securities to its Affiliates and third parties (“Purchaser Transferee”) without the Investor provides the Company with prior notice consent of the Transfer and before (x) Company, the sale Seller and/or the Promoters, provided that, subject to the terms of shares of Common Stock in an IPO and (y) this Agreement, the earlier of the end of the Term of the Research Program Purchaser or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent Purchaser Transferee shall not be unreasonably withheld, permitted to undertake any transfer to a Competitor of the Company until the Extended Exit Date (except as provided for in Clause 5.1.3(f)). It is further agreed that the Purchaser and the third party agrees Purchaser Transferee are expressly prohibited from transferring any Equity Shares or Securities to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable any persons or entities belonging to the Company, or (D) the Transfer is a Transfer to the purchaser Xxxxx Group at any point of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such terminationtime. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined in the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

Transfer of Securities. (ia) The Investor agrees that it will not Transfer Securities at any time during any Lock-up Period unless (A) the Investor receives the express prior written consent of the Company, at the Company's sole discretion and subject With respect to appropriate Transfer restrictions, (B) the Transfer is a Transfer to a each holder of any of the Company's capital stock Company RSUs outstanding immediately before the Effective Time, upon and the Transfer takes place after the Investor provides the Company with prior notice of the Transfer and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable to the Company, or (D) the Transfer is a Transfer to the purchaser of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such termination. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale disposition of such Company RSUs effected pursuant to Section 3.1(c)(iii): (i) such holder of Company RSUs shall cease to be a holder of Company RSUs, and the name of such holder shall be removed from the register or account of holders of Company RSUs maintained by or on behalf of the Company; (ii) the average weekly reported volume Company RSU Plan shall be terminated and all agreements relating to any of trading in shares the Company RSUs shall be terminated and shall be of Common Stock on no further force and effect (and all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company.rights issued thereunder shall expire); and (iii) The Investor agrees the Company shall pay to hold such holder of such Company RSUs the Securities subject cash amount payable to all such holder of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this AgreementCompany RSUs pursuant to Section 3.1(c)(iii). (ivb) Until With respect to each Company Option exchanged in accordance with Sections 3.1(c)(i)(b) and 3.1(c)(ii): (i) the first approval holder of a PLA (as defined in such Company Option immediately prior to such exchange shall cease to be the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Productholder thereof, the Investor name of such holder shall give be removed from the register maintained by or on behalf of the Company prompt written notice in respect thereof, and such Company Option shall be cancelled; (ii) the holder of any proposed Transfer such Company Option immediately prior to such exchange shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such Company Option with Triple Flag for the Replacement Option; and (iii) the name of the Securities and holder of such Company Option immediately prior to such exchange shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreementbe added to the register maintained by or on behalf of Triple Flag in respect of the Replacement Options. (vc) The Investor agrees that certificates representing the Securities issued With respect to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED each Company Shareholder (THE "SECURITIES ACT"other than Dissenting Shareholders), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLDimmediately before the Effective Time, ASSIGNEDupon and at the time of the transfer of Company Common Shares effected pursuant to Section 3.1(b): (i) such Company Shareholder shall cease to be a Company Shareholder, PLEDGEDand the name of such Company Shareholder shall be removed from the register of Company Shareholders maintained by or on behalf of the Company; (ii) subject to Article 4 and Article 6, HYPOTHECATEDTriple Flag shall pay and deliver to such Company Shareholder the Consideration payable and deliverable to such Company Shareholder pursuant to Section 3.1, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACTand the name of such Company Shareholder shall be added to the register of holders of Triple Flag Common Shares maintained by or on behalf of Triple Flag; and (iii) an amount equal to the total of all amounts each of which is the fair market value of the Company Common Shares transferred to Triple Flag by a Company Shareholder in exchange for the issuance by Triple Flag of the Consideration shall be added to the stated capital account maintained by Triple Flag for the Triple Flag Common Shares, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIREDand Triple Flag shall be deemed to have purchased each such Company Common Share for a purchase price equal to such fair market value.

Transfer of Securities. (a) Each Purchaser hereby covenants with the Company not to make any sale of the Securities except: (i) The Investor agrees that it will not Transfer Securities at any time during any Lock-up Period unless in accordance with the Registration Statement, in which case Purchaser covenants to comply with the requirement of delivering a current prospectus; or (ii) in accordance with Rule 144, in which case Purchaser covenants to comply with Rule 144; or (A) If the Investor receives transferee has agreed in writing to be bound by the express prior written consent terms of the Company, at the Company's sole discretion and subject to appropriate Transfer restrictionsthis Agreement, (B) such Purchaser shall have notified the Transfer is a Transfer to a holder of any Company of the Company's capital stock proposed disposition and the Transfer takes place after the Investor provides shall have furnished the Company with prior notice a detailed statement of the Transfer circumstances surrounding the proposed disposition, and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) if reasonably requested by the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to Company, such Purchaser shall have furnished the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer with an opinion of the Securities to the third partycounsel, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Purchaser that is (i) a partnership transferring to its partners or former partners in accordance with partnership interests, (Dii) the Transfer is a Transfer corporation transferring to the purchaser of a wholly-owned subsidiary or a parent corporation that owns all of the outstanding capital stock of the Investor Purchaser, (iii) a limited liability company transferring to its members or all former members in accordance with their interest in the limited liability company, or substantially all (iv) an individual transferring to the Purchaser's family member or trust for the benefit of an individual Purchaser; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Purchaser hereunder. (c) Purchaser further acknowledges and agrees that, if a Purchaser is selling the Securities using the prospectus forming a part of the assets Registration Statement, such Securities are not transferable on the books of the Investor, including every right and interest such entity may have in Company unless the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable certificate submitted to the Company. Upon 's transfer agent evidencing such Securities is accompanied by a Transfer to a Subsidiaryseparate certificate executed by an officer of, or other person duly authorized by, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such termination. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined Purchaser in the Collaboration Agreement) by an Agency (form attached hereto as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.Exhibit F.

Transfer of Securities. It is clarified that on and from the Agreement Date, any transfer, encumbrance of Securities or any transaction of a similar nature by the Promoters (ior their Affiliates or group companies) The Investor agrees that it will or any change in the shareholding of the Promoters (or their Affiliates or group companies) in the Company as set forth in Part B of Schedule 1 (Shareholding Pattern of Company as on Closing), other than (a) as contemplated in this Agreement, the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One10 SPA II and the 360 One9 SPA II; (b) pursuant to an event of default under the Facility Agreement; (c) a transfer of Securities by the Promoters not Transfer Securities at any time during any Lockexceeding 2% (two percent) of the paid-up Period unless capital of the Company; (Ad) a transfer of Securities by the Investor receives Promoters resulting in the express collective shareholding of the Promoters continuing to remain above 51% (fifty one percent) of the Share Capital,or (e) pursuant to an IPO by the Company, shall be undertaken only with the prior written consent of the CompanyPurchaser. Notwithstanding the foregoing any transfer of Securities inter se the Promoters shall be undertaken without the prior written consent of the Purchaser, at provided that the Company's sole discretion Promoters and subject the Company provide a written intimation of such transfer to appropriate Transfer restrictions, the Purchaser within 2 (Btwo) the Transfer is a Transfer to a holder Business Days of any such transfer (along with an updated shareholding pattern of the Company's capital stock ). The Purchaser shall be entitled to, on and from the Transfer takes place after Agreement Date, freely transfer its Securities to its Affiliates and third parties (“Purchaser Transferee”) without the Investor provides the Company with prior notice consent of the Transfer and before (x) Company, the sale Seller and/or the Promoters, provided that, subject to the terms of shares of Common Stock in an IPO and (y) this Agreement, the earlier of the end of the Term of the Research Program Purchaser or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent Purchaser Transferee shall not be unreasonably withheld, permitted to undertake any transfer to a Competitor of the Company until the Extended Exit Date (except as provided for in Clause 5.1.3(f)). It is further agreed that the Purchaser and the third party agrees Purchaser Transferee are expressly prohibited from transferring any Equity Shares or Securities to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable any persons or entities belonging to the Company, or (D) the Transfer is a Transfer to the purchaser Xxxxx Group at any point of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such terminationtime. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined in the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

Transfer of Securities. Each Purchaser agrees severally (as to itself only) and not jointly that it shall not sell, assign, pledge, transfer or otherwise dispose of or encumber any of the Shares, the Warrants or any Warrant Shares, except: (i) The Investor agrees that it will not Transfer Securities at any time during any Lock-up Period unless (A) the Investor receives the express prior written consent of the Company, at the Company's sole discretion and subject pursuant to appropriate Transfer restrictions, (B) the Transfer is a Transfer to a holder of any of the Company's capital stock and the Transfer takes place after the Investor provides the Company with prior notice of the Transfer and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for effective registration statement under the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable to the Company, or (D) the Transfer is a Transfer to the purchaser of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such termination. Act; (ii) In addition to Section 7(b)(ian Affiliate of such Purchaser (so long as -19- such Affiliate is an "accredited investor" as defined in Rule 501(a)(1), until the end of the Restriction Period(2), the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, (3) or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%7) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of Regulation D promulgated under the Securities Act and was not organized for the Charter purpose of acquiring any of the Shares or the Warrants or is an individual with net worth in excess of $100 million, and agrees in a written instrument in form and substance reasonably satisfactory to the Company to be bound by the terms and provisions of this Agreement and the Bylaws Registration Rights Agreement to the fullest extent as such Purchaser) or, for no consideration, to a limited number of partners or members in a pro rata distribution in accordance with such Purchaser's existing governance documents (so long as such distribution is not presently contemplated and such partner or member agrees in a written instrument in form and substance reasonably satisfactory to the Company to be bound by the terms and provisions of this Agreement and the Registration Rights Agreement to the fullest extent as such Purchaser); or (iii) pursuant to an available exemption from registration under the Securities Act (including sales permitted pursuant to Rule 144) and applicable state securities laws, so long as the transferee (other than in sales permitted pursuant to Rule 144) agrees in a written instrument in form and substance reasonably satisfactory to the Company to be bound by the terms and provisions of this Agreement and the Registration Rights Agreement to the fullest extent as such Purchaser). If the Company requests an opinion of counsel for such transferor that the proposed transfer may be effected without registration of such Shares, the Warrants or any Warrant Shares under the Securities Act (including sales permitted pursuant to Rule 144), such transferor shall not be entitled to effect as such transfer unless and until the Company receives such an opinion of counsel (which counsel and opinion shall each be reasonably satisfactory to the Company). Any transfer or purported transfer of the date Shares in violation of this Agreement. (iv) Until Section 6.1 or Section 6.2 shall be void. The Company shall not register any transfer of the first approval Shares in violation of a PLA (this Section 6.1 or Section 6.2. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as defined in may be required on the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) transfer books of a Collaboration Product, the Investor shall give the Company prompt written notice in order to ensure compliance with the provisions of any proposed Transfer of the Securities this Section 6.1 and shall not proceed with any such proposed Transfer unless otherwise permitted under this AgreementSection 6.2. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

Transfer of Securities. (a) Each Purchaser hereby covenants with the Company not to make any sale of the Securities except: (i) The Investor agrees that it will not Transfer Securities at any time during any Lock-up Period unless in accordance with the Registration Statement, in which case Purchaser covenants to comply with the requirement of delivering a current prospectus; or (ii) in accordance with Rule 144, in which case Purchaser covenants to comply with Rule 144; or (A) If the Investor receives transferee has agreed in writing to be bound by the express prior written consent terms of the Company, at the Company's sole discretion and subject to appropriate Transfer restrictionsthis Agreement, (B) such Purchaser shall have notified the Transfer is a Transfer to a holder of any Company of the Company's capital stock proposed disposition and the Transfer takes place after the Investor provides shall have furnished the Company with prior notice a detailed statement of the Transfer circumstances surrounding the proposed disposition, and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) if reasonably requested by the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to Company, such Purchaser shall have furnished the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer with an opinion of the Securities to the third partycounsel, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Purchaser that is (i) a partnership transferring to its partners or former partners in accordance with partnership interests, (Dii) the Transfer is a Transfer corporation transferring to the purchaser of a wholly-owned subsidiary or a parent corporation that owns all of the outstanding capital stock of the Investor Purchaser, (iii) a limited liability company transferring to its members or all former members in accordance with their interest in the limited liability company, or substantially all (iv) an individual transferring to the Purchaser’s family member or trust for the benefit of an individual Purchaser; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Purchaser hereunder. (c) Purchaser further acknowledges and agrees that, if a Purchaser is selling the Securities using the prospectus forming a part of the assets Registration Statement, such Securities are not transferable on the books of the Investor, including every right and interest Company unless the certificate evidencing such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable Securities is submitted to the Company. Upon such ’s transfer agent and a Transfer to a Subsidiaryseparate certificate executed by an officer of, or other person duly authorized by, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such termination. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined Purchaser in the Collaboration Agreement) by an Agency (form attached hereto as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this AgreementExhibit F is submitted to Cxxxxx Godward. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

Transfer of Securities. (ia) The Investor Executive agrees with the Company that it he will not Transfer not, prior to March 4, 2001, directly or indirectly, sell, pledge (except as provided in Section 3(d)), give, bequeath, transfer, assign or in any other way whatsoever encumber or dispose of (hereinafter collectively called "transfer") any Securities (or any interest therein), any stock certificate representing same or any voting trust certificate issued with respect to said securities, now or hereafter at any time during any Lock-up Period unless (A) owned by him, except as permitted by this Agreement or as may be specifically authorized by the Investor receives the express prior written consent Board of Directors of the CompanyCompany provided, at however, that the Company's sole discretion restrictions imposed by this subsection shall cease and subject to appropriate Transfer restrictions, (B) terminate upon the Transfer is a Transfer to a holder completion of any the first offering of shares of the Company's capital common stock and the Transfer takes place after the Investor provides the Company with prior notice of the Transfer and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable to the Company, or (D) the Transfer is a Transfer to the purchaser of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or public pursuant to a Subsidiary of registration statement filed under the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such terminationAct. (iib) In addition If, after March 4, 2001, but prior to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) completion of the average weekly reported volume first offering of trading in shares of Common Stock the Company's common stock to the public pursuant to a registration statement filed under the Act, the Executive desires to sell any Securities owned by him other than to the Company and if the Executive shall have received a bona fide arms' length written offer (a "Bona Fide Offer") from an independent party unrelated to the Executive (the "Outside Party") for the purchase of such Securities, the Executive shall give a notice in writing (the "Option Notice") to the Company setting forth such desire, which notice shall set forth at least the name and address of the Outside Party and the price and terms of the Bona Fide Offer and be accompanied by a copy of the Bona Fide Offer. Upon the giving of such Option Notice, the Company shall have the option to purchase all (but not less than all) of the securities specified in the Option Notice, said option to be exercised within twenty (20) days after the giving of such Option Notice, by giving a counter notice to the Executive. If the Company elects to purchase all of such securities, it shall be obligated to purchase, and the Executive shall be obligated to sell, such Securities at the price and on all national securities exchanges and/or reported through the automated quotation system terms indicated in the Bona Fide Offer, except that the closing shall be held on the 45th day after the giving of the Option Notice (or if such day is not a business day, on the next following business day) at 10:30 A. M., local time, at the registered securities association during office of the four calendar weeks preceding Company in the sale except State of Delaware, or at such other time and place as otherwise may be mutually agreed to in writing by the Company. Company and the Executive. If the Company does not elect to purchase all of such Securities as aforesaid, the Executive thereafter, at any time within a period months from the giving of said Option Notice, may transfer all (iiibut not less than all) The Investor agrees of such Securities to hold the Outside Party at the price and on the terms contained in the Bona Fide Offer (and such Outside Party shall take such Securities subject to the provisions of Sections 1(c) and 2 hereof); provided, however, that in the event the Executive has not so transferred said Securities to the Outside Party within said three month period, then said Securities thereafter shall continue to be subject to all of the applicable restrictions contained in this Agreement. Notwithstanding the foregoing, if the Company elects to purchase all of such Securities covered by the Option Notice but such purchase would result in materially adverse tax consequences to the Executive, the Executive may, at his option, withdraw his Option Notice and retain the securities covered by the Option Notice, which shall continue to be subject to the terms and provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (ivc) Until Notwithstanding anything to the first approval contrary contained in this Agreement, Executive shall not be under any restriction contained in this Section 3 as to the transfer by him of a PLA his Securities to his Related Transferees (as defined herein) provided that each such Related Transferee shall first (i) execute a written consent in form and substance satisfactory to the Company to be bound by all of the provisions of this Agreement and (ii) give a duplicate original of such consent to the Company. The "Related Transferees" of Executive shall consist of the Executive's spouse, his adult lineal descendants, the adult spouses of his lineal descendants, custodians for his minor lineal descendants, trusts solely for the benefit of the Executive, his spouse or his minor or adult lineal descendants, court-appointed representatives of the Executive, his spouse, any of his lineal descendants or the spouse of any thereof, and, in the Collaboration Agreement) event of death, his personal representatives (in their capacities as such), event of any transfer by an Agency the Executive to his Related Transferees of all or any part of his Securities (as defined or in the Collaboration event of any subsequent transfer by any such Related Transferee to another Related Transferee), such Related Transferees shall receive and hold said Securities subject to the terms of this Agreement and the rights and obligations hereunder as though said Securities were still owned by the Executive, and such Related Transferees shall be deemed the Executive for the purposes of this Agreement) . There shall be no further transfer of such Securities by a Collaboration ProductRelated Transferee except between and among such Related Transferee, the Investor shall give Executive, and the Company prompt written notice of any proposed Transfer other Related Transferees of the Securities and shall not proceed with any such proposed Transfer unless otherwise Executive, or except as permitted under by this Agreement. (vd) The Investor agrees that certificates representing Notwithstanding anything to the Securities contrary contained in this Agreement, the Executive shall be entitled to pledge the Stock issued to it pursuant hereto may bear him (or his interest therein) to secure a loan made to him by the following Company, a bank or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997other recognized financial institution for the sole purpose of financing (to the full extent of such loan) the taxes required with respect to the issuance of the Stock to him; provided that any such pledgee bank or financial institution accepts such pledge subject to all of the provisions of this Agreement. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIREDAll stock acquired or transferred by any such pledge bank in connection with any such pledge shall be subject to all of the provisions of this Agreement.

Transfer of Securities. (ia) The Investor Except as may be required by or permitted in the Merger Agreement, each Company Stockholder, severally and not jointly, agrees that it will shall not, directly or indirectly, (a) sell, offer to sell, pledge, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Securities or otherwise agree to do any of the foregoing (unless the transferee agrees to be bound by this Agreement), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Securities (unless the transferee agrees to be bound by this Agreement), or (d) take any action that would have the effect of preventing or disabling the Company Stockholder from performing its obligations hereunder; (b) the Company Stockholder agrees, with respect to all Securities, except as contemplated by the Merger Agreement or the Ancillary Documents, not Transfer Securities to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of the Purchaser capital stock in connection with any vote or other action with respect to the transactions contemplated by the Merger Agreement, other than to recommend that the stockholders of the Company vote in favor of adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement and any other proposal the approval of which is a condition to the obligations of the parties under the Merger Agreement; and (c) the Company Stockholder agrees to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time during any Lock-up Period unless (A) with respect to the Investor receives the express prior written consent of the Company, at the Company's sole discretion and subject to appropriate Transfer restrictions, (B) the Transfer is a Transfer to a holder of any of the Company's capital stock Merger Agreement and the Transfer takes place after the Investor provides the Company with prior notice of the Transfer and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor Ancillary Documents, including pursuant to the Company of a notice of termination of the Term of the Research Program, (C) the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable to the Company, or (D) the Transfer is a Transfer to the purchaser of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such terminationDGCL. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined in the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

Transfer of Securities. It is clarified that on and from the Agreement Date, any transfer, encumbrance of Securities or any transaction of a similar nature by the Promoters (ior their Affiliates or group companies) The Investor agrees that it will or any change in the shareholding of the Promoters (or their Affiliates or group companies) in the Company as set forth in Part B of Schedule 1 (Shareholding Pattern of Company as on Closing) , other than (a) as contemplated in this Agreement, the 360 One9 SPA I, the 360 One9 SPA II, the 360 One10 SPA I, the 360 One10 SPA II and the Ashoka SPA; (b) pursuant to an event of default under the Facility Agreement; (c) a transfer of Securities by the Promoters not Transfer Securities at any time during any Lockexceeding 2% (two percent) in aggregate of the paid-up Period unless capital of the Company; (Ad) a transfer of Securities by the Investor receives Promoters resulting in the express collective shareholding of the Promoters continuing to remain above 51% (fifty one percent) of the Share Capital,or (e) pursuant to an IPO by the Company, shall be undertaken only with the prior written consent of the CompanyPurchaser. Notwithstanding the foregoing any transfer of Securities inter se the Promoters shall be undertaken without the prior written consent of the Purchaser, at provided that the Company's sole discretion Promoters and subject the Company provide a written intimation of such transfer to appropriate Transfer restrictions, the Purchaser within 2 (Btwo) the Transfer is a Transfer to a holder Business Days of any such transfer (along with an updated shareholding pattern of the Company's capital stock ). The Purchaser shall be entitled to, on and from the Transfer takes place after Agreement Date, freely transfer its Securities to its Affiliates and third parties (“Purchaser Transferee”) without the Investor provides the Company with prior notice consent of the Transfer and before (x) Company, the sale Seller and/or the Promoters, provided that, subject to the terms of shares of Common Stock in an IPO and (y) this Agreement, the earlier of the end of the Term of the Research Program Purchaser or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent Purchaser Transferee shall not be unreasonably withheld, permitted to undertake any transfer to a Competitor of the Company until the Extended Exit Date (except as provided for in Clause 5.1.3(f) (Exit)). It is further agreed that the Purchaser and the third party agrees Purchaser Transferee are expressly prohibited from transferring any Equity Shares or Securities to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable any persons or entities belonging to the Company, or (D) the Transfer is a Transfer to the purchaser of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have Xxxxx Group at any point in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such terminationtime. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined in the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

Transfer of Securities. (a) Each Purchaser hereby covenants with the Company not to make any sale of the Securities except: (i) The Investor agrees that it will not Transfer Securities at any time during any Lock-up Period unless in accordance with the Registration Statement, in which case Purchaser covenants to comply with the requirement of delivering a current prospectus; or (ii) in accordance with Rule 144, in which case Purchaser covenants to comply with Rule 144; or (A) If the Investor receives transferee has agreed in writing to be bound by the express prior written consent terms of the Company, at the Company's sole discretion and subject to appropriate Transfer restrictionsthis Agreement, (B) such Purchaser shall have notified the Transfer is a Transfer to a holder of any Company of the Company's capital stock proposed disposition and the Transfer takes place after the Investor provides shall have furnished the Company with prior notice a detailed statement of the Transfer circumstances surrounding the proposed disposition, and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor to the Company of a notice of termination of the Term of the Research Program, (C) if reasonably requested by the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to Company, such Purchaser shall have furnished the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer with an opinion of the Securities to the third partycounsel, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Purchaser that is (i) a partnership transferring to its partners or former partners in accordance with partnership interests, (Dii) the Transfer is a Transfer corporation transferring to the purchaser of a wholly-owned subsidiary or a parent corporation that owns all of the outstanding capital stock of the Investor Purchaser, (iii) a limited liability company transferring to its members or all former members in accordance with their interest in the limited liability company, or substantially all (iv) an individual transferring to the Purchaser's family member or trust for the benefit of an individual Purchaser; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Purchaser hereunder. (c) Purchaser further acknowledges and agrees that such Securities are not transferable on the books of the assets of Company unless the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable certificate submitted to the Company. Upon 's transfer agent evidencing such Securities is accompanied by a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such termination. (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing separate certificate executed by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined in the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.an

Transfer of Securities. (ia) The Investor Except as may be required by or permitted in the Merger Agreement, each Company Stockholder, severally and not jointly, agrees that it will shall not, directly or indirectly, (a) sell, offer to sell, pledge, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Securities or otherwise agree to do any of the foregoing (unless the transferee agrees to be bound by this Agreement), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Securities (unless the transferee agrees to be bound by this Agreement), or (d) take any action that would have the effect of preventing or disabling the Company Stockholder from performing its obligations hereunder; (b) Each Company Stockholder agrees, with respect to all Securities, except as contemplated by the Merger Agreement or the Ancillary Documents, not Transfer Securities to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of the Purchaser capital stock in connection with any vote or other action with respect to the transactions contemplated by the Merger Agreement, other than to recommend that the stockholders of the Company vote in favor of adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement and any other proposal the approval of which is a condition to the obligations of the parties under the Merger Agreement; and (c) Each Company Stockholder agrees to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time during any Lock-up Period unless (A) with respect to the Investor receives the express prior written consent of the Company, at the Company's sole discretion and subject to appropriate Transfer restrictions, (B) the Transfer is a Transfer to a holder of any of the Company's capital stock Merger Agreement and the Transfer takes place after the Investor provides the Company with prior notice of the Transfer and before (x) the sale of shares of Common Stock in an IPO and (y) the earlier of the end of the Term of the Research Program or the delivery by the Investor Ancillary Documents, including pursuant to the Wyoming Business Corporation Act (the “WBCA”) and Wyoming Limited Liability Company of a notice of termination of Act (the Term of the Research Program, (C) the Transfer is a Transfer after the end of the Term of the Research Program and prior to the sale of shares of Common Stock in an IPO to the Company at the purchase price that a bona fide third party offered to pay the Investor for the Securities or to the third party if the Company determines not to purchase the Securities and expresses prior written consent to the Transfer of the Securities to the third party, which consent shall not be unreasonably withheld, and the third party agrees to restrictions of Transfer in this Section 7, in a written agreement reasonably acceptable to the Company, or (D) the Transfer is a Transfer to the purchaser of all of the outstanding capital stock of the Investor or all or substantially all of the assets of the Investor, including every right and interest such entity may have in the Collaboration Agreement, or to a Subsidiary of the Investor and the Transferee assumes all of the Investor's obligations, covenants and agreements under this Agreement, including the restrictions on Transfer in this Section 7, in a written agreement reasonably acceptable to the Company. Upon such a Transfer to a Subsidiary, the Investor agrees to repurchase the Securities from the Subsidiary immediately prior to a cessation of the Subsidiary's status as a Subsidiary of the Investor. If any Lock-up Period is in effect at the time the Collaboration Agreement is terminated pursuant to its terms, the Lock-up Period shall terminate one year after such termination“WLLCA”). (ii) In addition to Section 7(b)(i), until the end of the Restriction Period, the Investor agrees that any sales of shares of Common Stock acquired under this Agreement, or shares of Common Stock obtained upon the conversion of Preferred Stock acquired under this Agreement, will be in an amount that does not exceed in any ninety (90) day period the greater of' (i) two and one-half percent (2 1/2%) of the Investor's ownership of shares of Common Stock at the time of the sale or (ii) the average weekly reported volume of trading in shares of Common Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the sale except as otherwise agreed to in writing by the Company. (iii) The Investor agrees to hold the Securities subject to all of the applicable provisions of the Securities Act and the Charter and the Bylaws in effect as of the date of this Agreement. (iv) Until the first approval of a PLA (as defined in the Collaboration Agreement) by an Agency (as defined in the Collaboration Agreement) of a Collaboration Product, the Investor shall give the Company prompt written notice of any proposed Transfer of the Securities and shall not proceed with any such proposed Transfer unless otherwise permitted under this Agreement. (v) The Investor agrees that certificates representing the Securities issued to it pursuant hereto may bear the following or a similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LIMITATION ON THEIR SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE, TRANSFER OR OTHER DISPOSITION DESCRIBED IN THE STOCK PURCHASE AGREEMENT DATED JULY ___, 1997. IN ADDITION, THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION IN THE SHARES MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.