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

Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restriction on transfers under Section 2.1, the right of first refusal of the Company under Section 2.2, the right of first refusal and right of co-sale of the Preferred Holders under Sections 2.3 and 2.4, and the right of co-sale of the Founders/Founder Holding Entities under Sections 2.4 shall not apply to (a) any Transfer of any Equity Securities of the Company now or hereafter held by a Founder or Founder Holding Entity to the Company in accordance with the Restricted Share Agreement or for the purpose to increase the number of the Equity Securities available for issuance to the employees under the Company’s employee share option plans or other incentive plan duly adopted by the Company in compliance with the Shareholders Agreement, (b) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to such Founder’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Founder or such Founder’s parents, children, spouse for bona fide estate planning purposes, provided that to the extent any voting rights respecting the Equity Securities will be transferred to such transferee, then prior to the completion of the transfer, such transferee shall deliver to the Company a duly executed irrevocable proxy in favor of the applicable Founder Transferor appointing the applicable Founder Transferor as the attorney and proxy of the transferee to vote all Equity Securities transferred, and (c) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to one or more current employees of the Group Companies as incentive shares in accordance with the Company’s employee share option plans or other incentive plan (if applicable) duly adopted by the Company in compliance with the Shareholders Agreement (each such transferee pursuant to clause (b) and clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that each such Permitted Transferee, shall execute a document in form and substance reasonably satisfactory to the holders of a majority of the Preferred Shares assuming the obligations of such Founder or Founding Holding Entity under this Agreement, the Restricted Share Agreement (if applicable), and the Shareholders Agreement as a Founder or Founder Holding Entity, with respect to the transferred Equity Securities; provided further, that the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement, the Restricted Share Agreement or the Shareholders Agreement.

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

Limitations to Rights of First Refusal and Co-Sale. Subject to the requirements of applicable Law, the restriction on transfers under Section 2.1, the right of first refusal of the Company under Section 2.2, the right of first refusal and right of co-sale of the Preferred Holders under Sections 2.3 and 2.4, and the right of co-sale of the Founders/Founder Holding Entities under Sections 2.4 shall not apply to (a) any Transfer Notwithstanding the provisions of this Section 2, a Founder may sell or otherwise assign, with or without consideration, any Equity Securities of the Company now or hereafter held by a Founder or Founder Holding Entity to the Company in accordance with the Restricted Share Agreement or for the purpose to increase the number of the Equity Securities available for issuance to the employees under the Company’s employee share option plans or other incentive plan duly adopted by the Company in compliance with the Shareholders Agreement, (b) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to such Founder’s parents, childrento an entity wholly-owned by such Founder, or to any spouse, lineal ancestors and descendants, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of such Founder any of the foregoing, or such to a trust for the Founder’s parentsaccount, childrenor a charitable remainder trust (collectively, spouse for bona fide estate planning purposesthe “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or assignment shall not be subject to Sections 2.1, 2.2 or 2.3, provided that to the extent any voting rights respecting the Equity Securities will be transferred to (i) each such transfereePermitted Transferee, then prior to the completion of the sale, transfer, such transferee shall deliver to the Company a duly executed irrevocable proxy in favor of the applicable Founder Transferor appointing the applicable Founder Transferor as the attorney and proxy of the transferee to vote all Equity Securities transferred, and (c) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to one or more current employees of the Group Companies as incentive shares in accordance with the Company’s employee share option plans or other incentive plan (if applicable) duly adopted by the Company in compliance with the Shareholders Agreement (each such transferee pursuant to clause (b) and clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that each such Permitted Transfereeassignment, shall execute a document have executed documents, in form and substance reasonably satisfactory to the holders of a majority of the Preferred Shares Holders, assuming the obligations of such the Founder or Founding Holding Entity under this Agreement, the Restricted Share Agreement (if applicable), and the Shareholders Agreement as a Founder or Founder Holding Entityincluding but not limited to Section 2.1 hereof, with respect to the transferred securities and (ii) each Permitted Transferee shall have executed and delivered to the transferring Founder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Founder (or his existing attorney-in-fact) as such Permitted Transferee’s attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any and all Equity SecuritiesSecurities of the Company owned by such Permitted Transferee with respect to any Company related matters; and provided further, that each Founder shall make no more than one (1) transfer to a Permitted Transferee under this Section 2.5. In addition to the Transferor shall remain liable for foregoing, each Founder may sell or otherwise assign any breach Equity Securities now or hereafter held by such Permitted Transferee of any provision under this AgreementFounder to another Founder, the Restricted Share Agreement and such sale or the Shareholders Agreementassignment will not be subject to Sections 2.1, 2.2 or 2.3.

Limitations to Rights of First Refusal and Co-Sale. 12.1 Subject to the requirements of applicable Law, the restriction on transfers restrictions under Section 2.1, the right of first refusal of the Company under Section 2.2, 8 and the right of first refusal and right of co-sale of the Preferred Holders under Sections 2.3 Section 9 and 2.4, and the right of co-sale of the Founders/Founder Holding Entities under Sections 2.4 Section 10 shall not apply to (a) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (b) Transfer of any Equity Securities of the Company now or hereafter held by a Founder Principal or Founder his Principal Holding Entity Company to the Company in accordance with the Restricted Share Agreement or for the purpose to increase the number of the Equity Securities available for issuance to the employees under the Company’s employee share option plans or other incentive plan duly adopted a company that is wholly owned by the Company in compliance with the Shareholders Agreementsuch Principal, and (bc) Transfer of any Equity Securities of the Company now or hereafter held by a Founder Principal or his respective Founder Principal Holding Entity Company to such FounderPrincipal’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Founder Principal or such FounderPrincipal’s parents, children, spouse for bona fide estate planning purposes, provided that to the extent any voting rights respecting the Equity Securities will be transferred to such transferee, then prior to the completion of the transfer, such transferee shall deliver to the Company a duly executed irrevocable proxy in favor of the applicable Founder Transferor appointing the applicable Founder Transferor as the attorney and proxy of the transferee to vote all Equity Securities transferred, and (c) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to one or more current employees of the Group Companies as incentive shares in accordance with the Company’s employee share option plans or other incentive plan (if applicable) duly adopted by the Company in compliance with the Shareholders Agreement purposes (each such transferee pursuant to clause (b) and clause or (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations, (ii) with respect to any Transfer pursuant to clause (c) above, the Principal has provided the Series A Majority and the Series B Majority reasonable evidence of the bona fide estate planning purposes for such Transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, (iii) such Transfer will not constitute a Share Sale or a Deemed Liquidation Event, and (iv) each such Permitted Transferee, shall execute a document in form and substance reasonably satisfactory prior to the holders of a majority completion of the Preferred Shares Transfer, shall have executed a joinder deed in substantially the form attached hereto as Exhibit A assuming the obligations of such Founder Principal or Founding Principal Holding Entity Company under this Agreement, the Restricted Share Agreement (if applicable), and the Shareholders Agreement as a Founder Principal or Founder Principal Holding EntityCompany, with respect to the transferred Equity SecuritiesSecurities and the scanned copy of such joinder deed shall be sent to each of the Investor upon such the closing of such Transfer; provided further, that the Transferor shall remain liable for any breach by such Permitted Transferee of any provision under this Agreement, and if any Permitted Transferee in clause (c) or (d) above ceases to be a Permitted Transferee, he/she/it shall immediately Transfer all Equity Securities of the Restricted Share Agreement Company held by it to the relevant Principal, Principal Holding Company or the Shareholders Agreementany other Permitted Transferee.

Limitations to Rights of First Refusal and Co-Sale. Subject Notwithstanding the provisions of this Section 2, any Restricted Shareholder may sell or otherwise assign, with or without consideration, up to the requirements twenty percent (20%) of applicable Law, the restriction on transfers under Section 2.1, the right of first refusal of the Company under Section 2.2, the right of first refusal and right of co-sale of the Preferred Holders under Sections 2.3 and 2.4, and the right of co-sale of the Founders/Founder Holding Entities under Sections 2.4 shall not apply to (a) any Transfer of any Equity Securities of the Company now or hereafter held by a Founder or Founder Holding Entity such holder, to the Company in accordance with the Restricted Share Agreement or for the purpose to increase the number of the Equity Securities available for issuance to the employees under the Company’s employee share option plans or other incentive plan duly adopted an entity wholly-owned by the Company in compliance with the Shareholders Agreement, (b) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to such Founder’s parents, children, spouseholder, or to a spouse or child of such holder, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of any of the foregoing, or to a trust for such Founder holder’s account (collectively, the “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or such Founder’s parentsassignment shall not be subject to Sections 2.1, children, spouse for bona fide estate planning purposes2.2 or 2.3, provided that (i) only one transfer to the extent Permitted Transferees is permitted and any voting rights respecting the additional transfer by any holder of Equity Securities will to a Permitted Transferee shall require the prior consent of the Investor, which shall be transferred to determined at the Investor’s sole discretion, (ii) each such transfereePermitted Transferee, then prior to the completion of the sale, transfer, such transferee shall deliver to the Company a duly executed irrevocable proxy in favor of the applicable Founder Transferor appointing the applicable Founder Transferor as the attorney and proxy of the transferee to vote all Equity Securities transferred, and (c) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to one or more current employees of the Group Companies as incentive shares in accordance with the Company’s employee share option plans or other incentive plan (if applicable) duly adopted by the Company in compliance with the Shareholders Agreement (each such transferee pursuant to clause (b) and clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that each such Permitted Transfereeassignment, shall execute a document have executed documents, in form and substance reasonably satisfactory to the holders of a majority of the Preferred Shares Holders, assuming the obligations of such Founder or Founding Holding Entity the Restricted Shareholders under this Agreement, the Restricted Share Agreement (if applicable), and the Shareholders Agreement as a Founder or Founder Holding Entityincluding but not limited to Section 2.1 hereof, with respect to the transferred securities and (ii) each Permitted Transferee shall have executed and delivered to the transferring Restricted Shareholder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Restricted Shareholder (or such holder existing attorney-in-fact) as such Permitted Transferee’s attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any and all Equity Securities; provided further, that Securities of the Transferor shall remain liable for any breach Company owned by such Permitted Transferee of with respect to any provision under this Agreement, the Restricted Share Agreement or the Shareholders AgreementCompany related matters.

Limitations to Rights of First Refusal and Co-Sale. Subject to Notwithstanding the requirements provisions of applicable Lawthis Section 2, the restriction on transfers under Section 2.1any Restricted Shareholder may sell or otherwise assign, the right of first refusal of the Company under Section 2.2with or without consideration, the right of first refusal and right of co-sale of the Preferred Holders under Sections 2.3 and 2.4, and the right of co-sale of the Founders/Founder Holding Entities under Sections 2.4 shall not apply to (a) any Transfer of any Equity Securities of the Company now or hereafter held by a such holder, and any Founder may sell or Founder Holding Entity to the Company in accordance otherwise assign, with the Restricted Share Agreement or for the purpose to increase the number of the Equity Securities available for issuance to the employees under the Company’s employee share option plans or other incentive plan duly adopted by the Company in compliance with the Shareholders Agreementwithout consideration, (b) Transfer of any Equity Securities of the Company equity securities now or hereafter held by a such Founder in any Ordinary Holder, to an entity wholly-owned by such holder or his respective Founder Holding Entity Founder, or to such Founder’s parentsany spouse, children, spouselineal descendants, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of any of the foregoing, or to a trust for such Founder holder’s (or such Founder’s parents’s) account, childrenor a charitable remainder trust (collectively, spouse for bona fide estate planning purposesthe “Permitted Transferees” and each, a “Permitted Transferee”) and such sale or assignment shall not be subject to Sections 2.1, 2.2, 2.3 or 2.5, provided that (i) as long as SAIF holds any Preferred Shares, only one transfer to the extent each Permitted Transferee is permitted and any voting rights respecting the additional transfer by any holder of Equity Securities will (or any additional transfer by any Founder of equity securities of any Ordinary Holder) to a Permitted Transferee shall require the prior consent of SAIF, which shall be transferred to determined at SAIF’s sole discretion, (ii) each such transfereePermitted Transferee, then prior to the completion of the sale, transfer, such transferee shall deliver to the Company a duly executed irrevocable proxy in favor of the applicable Founder Transferor appointing the applicable Founder Transferor as the attorney and proxy of the transferee to vote all Equity Securities transferred, and (c) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to one or more current employees of the Group Companies as incentive shares in accordance with the Company’s employee share option plans or other incentive plan (if applicable) duly adopted by the Company in compliance with the Shareholders Agreement (each such transferee pursuant to clause (b) and clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that each such Permitted Transfereeassignment, shall execute a document have executed documents, in form and substance reasonably satisfactory to the holders of a majority of the Preferred Shares Holders, assuming the obligations of such Founder the Restricted Shareholders (or Founding Holding Entity the Founders, as the case may be) under this Agreement, the Restricted Share Agreement (if applicable), and the Shareholders Agreement as a Founder or Founder Holding Entityincluding but not limited to Section 2.1 hereof, with respect to the transferred Equity Securities; provided furtherSecurities and (iii) if so required by the Holders and the Company in writing, that each Permitted Transferee shall have executed and delivered to the Transferor shall remain liable for transferring Restricted Shareholder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Restricted Shareholder (or such holder’s existing attorney-in-fact) as such Permitted Transferee’s attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any breach and all Equity Securities of the Company owned by such Permitted Transferee of with respect to any provision under this Agreement, the Restricted Share Agreement or the Shareholders AgreementCompany related matters.

Limitations to Rights of First Refusal and Co-Sale. Subject to Notwithstanding the requirements provisions of applicable Lawthis Section 2, the restriction on transfers under Section 2.1a Common Shareholder may sell or otherwise assign, the right of first refusal of the Company under Section 2.2with or without consideration, the right of first refusal and right of co-sale of the Preferred Holders under Sections 2.3 and 2.4, and the right of co-sale of the Founders/Founder Holding Entities under Sections 2.4 shall not apply to (a) any Transfer of any Equity Securities of the Company now or hereafter held by a Founder such Common Shareholder, to an entity wholly-owned by such Common Shareholder, or Founder Holding Entity to the Company in accordance with the Restricted Share Agreement or for the purpose to increase the number of the Equity Securities available for issuance to the employees under the Company’s employee share option plans or other incentive plan duly adopted by the Company in compliance with the Shareholders Agreementany spouse, (b) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to such Founder’s parents, children, spouselineal descendants, or to a trust, custodian, trustee, executor, or other fiduciary for the benefit account of any of the foregoing, or to a trust for the Common Shareholder's account, or a charitable remainder trust (collectively, the "PERMITTED TRANSFEREES" and each, a "PERMITTED TRANSFEREE") and such Founder sale or such Founder’s parentsassignment shall not be subject to Sections 2.1, children, spouse for bona fide estate planning purposes2.2 or 2.3, provided that to the extent any voting rights respecting the Equity Securities will be transferred to (i) each such transfereePermitted Transferee, then prior to the completion of the sale, transfer, such transferee shall deliver to the Company a duly executed irrevocable proxy in favor of the applicable Founder Transferor appointing the applicable Founder Transferor as the attorney and proxy of the transferee to vote all Equity Securities transferred, and (c) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to one or more current employees of the Group Companies as incentive shares in accordance with the Company’s employee share option plans or other incentive plan (if applicable) duly adopted by the Company in compliance with the Shareholders Agreement (each such transferee pursuant to clause (b) and clause (c) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that each such Permitted Transfereeassignment, shall execute a document have executed documents, in form and substance reasonably satisfactory to the holders of a majority of the Preferred Shares Holders, assuming the obligations of such Founder or Founding Holding Entity the Common Shareholder under this Agreement, the Restricted Share Agreement (if applicable), and the Shareholders Agreement as a Founder or Founder Holding Entityincluding but not limited to Section 2.1 hereof, with respect to the transferred securities and (ii) each Permitted Transferee shall have executed and delivered to the transferring Common Shareholder (with a copy to the Company) an irrevocable, unconditional and permanent power of attorney, all in form and manner reasonably satisfactory to the Holders, effective immediately after the closing of such sale or assignment, appointing the transferring Common Shareholder (or his existing attorney-in-fact) as such Permitted Transferee's attorney-in-fact and authorizing him to vote, in his absolute discretion as the attorney-in-fact of the Permitted Transferee, any and all Equity SecuritiesSecurities of the Company owned by such Permitted Transferee with respect to any Company related matters; and provided further, that each Common Shareholder shall make no more than one (1) transfer to a Permitted Transferee under this Section 2.5. In addition to the Transferor shall remain liable for foregoing, each Common Shareholder may sale or otherwise assign any breach Equity Securities now or hereafter held by such Permitted Transferee of any provision under this AgreementCommon Shareholder to another Common Shareholder, the Restricted Share Agreement and such sale or the Shareholders Agreementassignment will not be subject to Sections 2.1, 2.2 or 2.3.

Limitations to Rights of First Refusal and Co-Sale. 12.1 Subject to the requirements of applicable Law, the restriction on transfers restrictions under Section 2.1, the right of first refusal of the Company under Section 2.2, 8 and the right of first refusal and right of co-sale of the Preferred Holders under Sections 2.3 Section 9 and 2.4, and the right of co-sale of the Founders/Founder Holding Entities under Sections 2.4 Section 10 shall not apply to (a) any Transfer repurchase by the Company of any Equity Securities of the Company now or hereafter held by a Founder Principal or Founder Holding Entity to the Company in accordance with the Restricted Share Agreement or for related Principal’s agreement with the purpose to increase the number of the Equity Securities available for issuance to the employees under the Company’s employee share option plans or other incentive plan duly adopted Company (if any) that is approved by the Company in compliance with the Shareholders AgreementMajority Preferred Holders, (b) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO, (c) Transfer of any Equity Securities of the Company now or hereafter held by a Founder Principal or his respective Founder Holding Entity Companies to such FounderPrincipal’s parents, children, spouse, or to a trustee, executor, or other fiduciary for the benefit of such Founder Principal or such FounderPrincipal’s parents, children, spouse for bona fide estate planning purposes, provided that to the extent any voting rights respecting the Equity Securities will be transferred to such transferee, then prior to the completion of the transfer, such transferee shall deliver to the Company a duly executed irrevocable proxy in favor of the applicable Founder Transferor appointing the applicable Founder Transferor as the attorney and proxy of the transferee to vote all Equity Securities transferred, and (c) Transfer of any Equity Securities of the Company now or hereafter held by a Founder or his respective Founder Holding Entity to one or more current employees of the Group Companies as incentive shares in accordance with the Company’s employee share option plans or other incentive plan (if applicable) duly adopted by the Company in compliance with the Shareholders Agreement purposes (each such transferee pursuant to clause (b) and this clause (c) above), a “Permitted Transferee”, and collectively, the “Permitted Transferees”), and (d) the Exempted Transfers; provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Rules and Regulations, (ii) respecting any Transfer pursuant to clause (c) above, the Principal has provided the Majority Preferred Holders reasonable evidence of the bona fide estate planning purposes for such Transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE under the SAFE Rules and Regulations, (iii) such Transfer will not result in a change of Control of the Company, and (iv) each such Permitted Transferee, shall execute a document in form and substance reasonably satisfactory prior to the holders of a majority completion of the Preferred Shares Transfer, shall have executed a joinder agreement in substantially the form attached hereto as Exhibit A assuming the obligations of such Founder Principal or Founding Holding Entity Company under this Agreement, the Restricted Share Agreement (if applicable), and the Shareholders Agreement applicable Other Restriction Agreements as a Founder Principal or Founder Holding EntityCompany, with respect to the transferred Equity Securities; provided further, that the Transferor shall remain liable for any breach by such the Permitted Transferee under clause (c) above of any provision under this Agreement, Agreement and the Restricted Share Agreement or the Shareholders Agreementapplicable Other Restriction Agreements.