Common use of Assignments and Transfers; No Third Party Beneficiaries Clause in Contracts

Assignments and Transfers; No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement and the rights and obligations of the Parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The Parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any Person who is not a party to this Agreement. The rights of any Investor hereunder (including, without limitation, the registration rights) are assignable (together with the related obligations) to a third party in connection with the transfer of Equity Securities of the Company held by such Investor, and any such transferee shall execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an “Investor” subject to the terms and conditions hereof (if not already so bound); provided, that in connection with any transfer of Preferred Shares by an Investor to a third party, such Investor’s rights under Sections 10.1(i) and 10.1(ii) in this Agreement may not be assigned to such third party transferee without prior approval of the Board. Any holder of Ordinary Shares transferred pursuant to the Restated Right of First Refusal & Co-Sale Agreement shall execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an “Ordinary Shareholder” subject to the terms and conditions hereof (if not already so bound). This Agreement and the rights and obligations of each other Party hereunder shall not otherwise be assigned without the mutual written consent of the other Parties except as expressly provided herein.

Assignments and Transfers; No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement and the rights and obligations of the Parties parties hereto hereunder shall inure to the benefit of, and be binding upon, their respective successors, successors and permitted assigns (and legal representativesshall inure to the benefit of and be enforceable by any transferee of equity securities held by Renren but only to the extent of such transfer), but shall not otherwise be for the benefit of any third party. The Parties do not intend that any term Subject to Section 5.2 hereof, (a) the rights of Renren under this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any Person who is not a party to this Agreement. The rights of any Investor hereunder (including, without limitation, the registration rights) are assignable (together with the related obligations) to a third party in connection with the transfer of Equity Securities any Ordinary Shares held by Renren but only to the extent of such transfer, and (b) the rights of Renren hereunder (including without limitation its rights under Article III of this Agreement) are assignable in the connection with the transfer of any Ordinary Shares held by Renren to any of its Affiliates (in each case subject to applicable securities laws and other laws), provided, however, that in either case (y) no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party stating the name and address of the assignee and identifying the securities of the Company held by such Investor, as to which the rights in question are being assigned; and (z) any such transferee shall execute and deliver to the Company and Renren a deed Deed of adherence or joinder becoming a party hereto Adherence (in the same form and substance as an “Investor” set out in Schedule 1 hereto), subject to the terms and conditions hereof (if not already so bound); provided, that in connection with any transfer of Preferred Shares by an Investor to a third party, such Investor’s rights under Sections 10.1(i) and 10.1(ii) in this Agreement may not be assigned to such third party transferee without prior approval of the Board. Any holder of Ordinary Shares transferred pursuant to the Restated Right of First Refusal & Co-Sale Agreement shall execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an “Ordinary Shareholder” subject to the terms and conditions hereof (if not already so bound)hereof. This Agreement and the rights and obligations of each other Party any party hereunder shall not otherwise be assigned without the mutual written consent of the other Parties except as expressly provided herein.parties hereto,

Assignments and Transfers; No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement and the rights and obligations of the Parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The Parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any Person who is not a party to this Agreement. The rights of any Investor hereunder (including, without limitation, the registration rights) are assignable (together with the related obligations) to a third party in connection with the transfer of Equity Securities of the Company held by such Investor, and any such transferee shall execute and deliver Investor but only to the Company a deed extent of adherence or joinder becoming a party hereto as an “Investor” subject to such transfer. Without prejudicing the terms and conditions hereof (if not already so bound); providedimmediately preceding sentence, that in connection with any transfer of Preferred Shares by an Investor to a third party, such Investor’s rights under Sections 10.1(i) and 10.1(ii) in this Agreement may not be assigned to such third party transferee without prior approval of the Board. Any holder of Ordinary Shares transferred pursuant to the Restated Right of First Refusal & Co-Sale Agreement shall execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an “Ordinary Shareholder” subject to the terms and conditions hereof (if not already so bound). This Agreement and the rights and obligations of each other Party hereunder shall not otherwise be assigned without the mutual prior written consent of the other Parties except as expressly provided herein; provided that any of the Investors may assign its rights or obligations hereunder to its respective Affiliates (or, in the case of Alibaba or Ant Financial, to Ant Financial (in the case of Alibaba) or to Alibaba (in the case of Ant Financial)) without the prior written consent of the other Parties. As a condition of such assignment, each successor or assignee shall agree in writing to be subject to each of the terms of this Agreement by execution of a deed of adherence in the form attached hereto as Exhibit B and shall be deemed to be a party hereto as if the signature of such successor or assignee appeared on the signature pages of this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Assignments and Transfers; No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement and the rights and obligations of the Parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The Parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any Person who is not a party to this Agreement. The rights of any Investor Series A Investor, Series B Investor, Series C Investor, Series D Investor, Series E Investor, Ordinary Investor, Bertelsmann, Sumitomo, SSG I, SSG II , BlueFocus or Igomax hereunder (including, without limitation, the registration rights) are assignable (together with the related obligations) to a third party any of its Affiliates, or in connection with the transfer (subject to Applicable Securities Laws and other Laws) of Equity Securities of the Company held by such Series A Investor, Series B Investor, Series C Investor, Series D Investor, Series E Investor, Ordinary Investor Bertelsmann, Sumitomo, SSG I, SSG II , BlueFocus or Igomax but only to the extent of such transfer, and any such transferee shall execute and deliver to the Company and the other parties hereto a deed of adherence or joinder becoming a party hereto as an “Investor” Party to this Agreement, subject to the terms and conditions hereof (if not already so bound); provided, that in connection with any transfer of Preferred Shares by an Investor to a third party, such Investor’s rights under Sections 10.1(i) and 10.1(ii) in this Agreement may not be assigned to such third party transferee without prior approval of the Board. Any holder of Ordinary Shares transferred pursuant to the Restated Right of First Refusal & Co-Sale Agreement shall execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an “Ordinary Shareholder” subject to the terms and conditions hereof (if not already so bound)hereof. This Agreement and the rights and obligations of each other Party any party hereunder shall not otherwise be assigned without the mutual written consent of the other Parties except as expressly Parties; provided hereinthat any Shareholder may assign its rights and obligations to an Affiliate or the ultimate beneficial owner of such Shareholder without consent of the other Parties.

Assignments and Transfers; No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement and the rights and obligations of the Parties Company and the Investor hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The Parties do not intend that any term of this Agreement should be enforceableSubject to Section 2.2 hereof, by virtue the rights of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any Person who is not a party to this Agreement. The rights of any Investor hereunder (including, without limitation, the registration rights) are assignable (together with the related obligations) to a third party in connection with the transfer (subject to Applicable Securities Laws and other Laws as well as the related shareholding threshold requirement) of Equity Securities held by the Investor but only to the extent of such transfer, provided, however, that in either case no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party stating the name and address of the assignee and identifying the securities of the Company held by such Investor, as to which the rights in question are being assigned; and any such transferee shall execute and deliver to the Company and the other parties hereto a deed of adherence or joinder agreement becoming a party hereto as an “Investor” subject to the terms and conditions hereof (if not already so bound); provided, that in connection with any transfer of Preferred Shares by an Investor to a third party, such Investor’s rights under Sections 10.1(i) and 10.1(ii) in this Agreement may not be assigned to such third party transferee without prior approval of the Board. Any holder of Ordinary Shares transferred pursuant to the Restated Right of First Refusal & Co-Sale Agreement shall execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an “Ordinary Shareholder” subject to the terms and conditions hereof (if not already so bound)hereof. This Agreement and the rights and obligations of each other Party any Person hereunder shall not otherwise be assigned without the mutual written consent of the other Parties except as expressly provided hereinparties hereto.

Assignments and Transfers; No Third Party Beneficiaries. Except Subject to Section 11.12 hereof, or except as otherwise provided herein, this Agreement and the rights and obligations of the Parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The Parties do not intend that any term of this Agreement should be enforceableSubject to Section 11.12 hereof, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any Person who is not a party to this Agreement. The rights of any Investor hereunder (including, without limitation, the registration rights) are assignable (together with the related obligations) to a third party in connection with the transfer (subject to Applicable Securities Laws and other Laws) of Equity Securities held by such Investor but only to the extent of such transfer, provided, however, that in either case no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party stating the name and address of the assignee and identifying the securities of the Company held by such Investor, as to which the rights in question are being assigned; and any such transferee shall execute and deliver to the Company and the other parties hereto a deed of adherence or joinder agreement becoming a party hereto as an “Investor” subject to the terms and conditions hereof (if not already so bound); provided, that in connection with any transfer of Preferred Shares by an Investor to a third party, such Investor’s rights under Sections 10.1(i) and 10.1(ii) in this Agreement may not be assigned to such third party transferee without prior approval of the Board. Any holder of Ordinary Shares transferred pursuant to the Restated Right of First Refusal & Co-Sale Agreement shall execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an “Ordinary Shareholder” subject to the terms and conditions hereof (if not already so bound)hereof. This Agreement and the rights and obligations of each other any Party hereunder shall not otherwise be assigned without the mutual written consent of the other Parties except as expressly provided hereinParties.

Assignments and Transfers; No Third Party Beneficiaries. For 7 years after the Effective Date, neither Overland nor Allogene may assign this Agreement and rights and obligations hereunder without the other Party’s prior written consent, unless (i) to an Affiliate, so long as such Person remains an Affiliate of the transferring Shareholder and the transferring Shareholder remains fully responsible and liable for any action and inaction of its Affiliate or (ii) to a Third Party that acquires (whether by merger, reorganization, acquisition, sale or otherwise) (a) in the case of Allogene as the transferring Shareholder, all or substantially all of the assets of Allogene in the Competing Business or all or substantially all of the equity of Allogene, or (b) all or substantially all of the assets or equity of the transferring Shareholder; provided in each case, the transferring Party shall provide prior notice to the other Shareholder and the Company. Except as otherwise provided herein, this Agreement and the rights and obligations of the Parties hereunder shall inure to the benefit of, and be binding upon, their respective permitted successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third partyThird Party. The Parties do not intend that any term of this Agreement should be enforceable, by virtue of In the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of event the Laws of Hong Kong), by any Person who is not a party to this Agreement. The rights of any Investor Shareholder hereunder (including, without limitation, the registration rights) are assignable assigned (together with the related obligations) to a third party permitted Third Party in connection accordance with the transfer of Equity Securities of the Company held by this Section 10.4, such Investor, and any such permitted transferee shall execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an a “Investor” subject to the terms and conditions hereof (if not already so bound); provided, that in connection with any transfer of Preferred Shares by an Investor to a third party, such Investor’s rights under Sections 10.1(i) and 10.1(ii) in this Agreement may not be assigned to such third party transferee without prior approval of the Board. Any holder of Ordinary Shares transferred pursuant to the Restated Right of First Refusal & Co-Sale Agreement shall execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an “Ordinary Shareholder” subject to the terms and conditions hereof (if not already so bound). This Agreement and the rights and obligations of each other Party hereunder shall not otherwise be assigned without the mutual written consent of the other Parties except as expressly provided herein.

Assignments and Transfers; No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement and the rights and obligations of the Parties Company and the Investor hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party. The Parties do not intend that any term Subject to Section 5.2 hereof, (i) the rights of the Investor under Article IV of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any Person who is not a party to this Agreement. The rights of any Investor hereunder (including, without limitation, the registration rights) are assignable (together in accordance with the related obligations) to a third party Section 4.13 in connection with the transfer of Equity Securities any Convertible Preferred Shares or Conversion Shares held by the Investor but only to the extent of such transfer, and (ii) the rights of the Investor hereunder (including without limitation its rights under Article IV of this Agreement) are assignable in accordance with the terms hereof in the connection with the transfer of any Convertible Preferred Shares or Conversion Shares held by the Investor to any of its Affiliates which constitute Permitted Transferees thereof (in each case subject to applicable securities laws and other laws), provided, however, that in either case no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party stating the name and address of the assignee and identifying the securities of the Company held by such Investor, as to which the rights in question are being assigned; and any such transferee shall execute and deliver to the Company and the Investor a deed Deed of adherence or joinder becoming a party hereto Adherence (in the same form and substance as an “Investor” set out in Schedule 1 hereto), subject to the terms and conditions hereof. For the avoidance of doubt, the rights and obligations of the Investor under Section 2.1 hereof (if are not already so bound); providedassignable or transferable, that in connection with any transfer of Preferred Shares by an Investor to a third party, such Investor’s rights under Sections 10.1(i) may not and 10.1(ii) in this Agreement may shall not be assigned or transferred to such third party transferee without prior approval of the Board. Any holder of Ordinary Shares transferred pursuant to the Restated Right of First Refusal & Co-Sale Agreement shall execute and deliver to the Company a deed of adherence or joinder becoming a party hereto as an “Ordinary Shareholder” subject to the terms and conditions hereof (if not already so bound)any person. This Agreement and the rights and obligations of each other Party any party hereunder shall not otherwise be assigned without the mutual written consent of the other Parties except as expressly provided hereinparties hereto.