Common use of Prohibited Transfers Clause in Contracts

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer any of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

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

Prohibited Transfers. (a) Each Stockholder agrees that it or he Unless and until the IRR Release Date has occurred, the Management Stockholders shall not Transfer any of its Restricted Stock other than (a) to the Company as permitted or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Sharesrequired under this Agreement as it relates to any Forfeiture, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnershipas permitted below, to a partner Permitted Transferee, (c) pursuant to the “Defaulting Investor” provisions contained in Section 2.3 of such holderthe Founders Subscription Agreement or upon the Company’s exercise of RESTRICTED STOCK AGREEMENT remedies under the stock pledge agreement executed by the Management Stockholder pursuant to the Founders Subscription Agreement, or (d) following a retired partner Change of such holder who retires after the date hereofControl Liquidity Event, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer as contemplated by a partnership, such Transfer is made and in accordance with Section 4.04 of the partnership agreement of such partnership Stockholders Agreement, and (e) in a Corporate Transaction, provided that the proceeds received in such Corporate Transaction shall be deemed to be Restricted Stock for purposes of this Agreement and subject to the terms and provisions of this Agreement. Additionally, the Management Stockholder shall not Transfer any such transferee shall agree shares of Restricted Stock except in writing compliance with the Companyterms of the Stockholders Agreement. As a condition to any Transfer to a Permitted Transferee, prior each Permitted Transferee to and whom shares of Restricted Stock are transferred must, as a condition precedent to such transferTransfer, acknowledge in writing to the Company that such person agrees to be bound by all the terms and conditions of this Agreement to the same extent as such shares would be so subject if retained by the Management Stockholder. The Company shall not transfer on its books any shares of its capital stock that are subject to this Agreement unless the provisions of this Agreement. (c) If requested Agreement and the Stockholders Agreement applicable thereto have been complied with in writing full. Any purported transfer by the managing underwriters, if any, a Management Stockholder of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date capital stock of the registration statement filed Company without full compliance with respect to said offering, such provisions hereof and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement thereof shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company null and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Sharesvoid.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer any of its or his Shares without Except with the prior written consent of the Board of Directors (which consent may be withheld in the sole discretion of the Board of Directors), no Stockholder shall Transfer any Shares if the Board of Directors determines in its sole discretion that such Transfer (i)(A) would, if effected (after taking into account any other proposed Transfers that have been consented to by the Board of Directors but not yet made), result in the Company having 2,000 or more holders of at least 75% in interest record (or 500 or more holders of record who are not “accredited investors”) (as such concepts are defined for purposes of Section 12(g) of the Preferred SharesExchange Act and any relevant rules promulgated thereunder) of any class of capital securities of the Company or (B) would, voting together if effected, cause the Company to be required to register under the Exchange Act the class of Shares proposed to be Transferred, unless, in any such case, at the time of such Transfer, such class of securities proposed to be Transferred was, prior to such proposed Transfer, already required to be registered under the Exchange Act or (ii) would, if effected, result in such Shares being beneficially owned by a Competitor (any such Transfer described in clauses (i) or (ii) a “Prohibited Transfer”). A Prohibited Transfer purported to be effected without the consent of the Board of Directors and any Transfer (for the avoidance of doubt, including a Prohibited Transfer) purported to be effected without notice to the Company as a class (without counting the Shares held required by such transferring StockholderSection 2.5(b) except as provided for shall, in Section 3each case, be null and void ab initio. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares in addition to a member of its Group andthe required notice provisions under Article II and Article III this Agreement, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, at least ten (10) days prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose Transfer of any Shares (except as part in connection with a Sale Transaction), any Stockholder intending to make a Transfer shall deliver a written notice to the Company disclosing in reasonable detail the proposed class and number of Shares proposed to be Transferred, the terms and conditions of the proposed Transfer and the identity, line of business and address of the prospective Transferee(s). In the event that the Board of Directors determines that the proposed Transfer constitutes a Prohibited Transfer if effected without the prior written consent of the Board of Directors, the Company shall deliver written notice of such Public Offering determination to the applicable Transferor as soon as practicable (but in any event within thirty ten (30) days before or one hundred and eighty (18010) days after the effective date delivery of the registration statement filed with respect notice referenced in the immediately preceding sentence to said offering, and the Company). Failure of the Company hereby also so agrees; provided, however, that to give any notification required by this restriction will Section 2.5(b) shall not apply to transfers permitted under Section 3.3(b). (d) Each affect the lack of validity of any purported Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. At all times while this Agreement is in effect, except pursuant to a Permitted Transfer within the meaning of Section 2.1(b)(ii) or Section 2.1(b)(iv), the Cinven Shareholders agree not to Transfer any Shares, including Beneficial Ownership of any Shares, to any Concordia Competitor or to any Activist Investor, including pursuant to any Transfer otherwise permitted by Section 2.2 or Section 2.3. Concordia and Cinven may from time to time, acting reasonably and in good faith, agree in writing to any additional Person or Persons to be added to the list of Concordia Competitors in Schedule B and/or to the list of Activist Investors in Schedule A and thereafter such Person or Persons shall be deemed to be “Concordia Competitors” or “Activist Investors” (as the case may be) for the purposes of this Agreement. The Parties agree that Cinven will not object to the inclusion of any Person on Schedule A if Concordia in good faith believes that such Person meets the requirements of any subclause of clause (a) Each Stockholder agrees of the definition of “Activist Investor”. Cinven may request that it or he Concordia remove a Person from Schedule A if Cinven reasonably believes that the Person is no longer an Activist Investor, in which case Concordia will remove such Person from Schedule A if Concordia in good faith determines based on publicly-available information that such Person no longer meets the requirements of clause (a) of the definition of “Activist Investor”. Notwithstanding the foregoing, the Cinven Shareholders shall not be deemed to have breached their obligations under this Section 2.4 with respect to a Transfer of Shares to any of its Person provided that such Transfer is not specifically directed by any Cinven Shareholder to be made to a particular counterparty or his Shares without the prior written consent counterparties and no Cinven Shareholder reasonably believes after reasonable enquiry, as of the holders date of at least 75% in interest of such Transfer, that the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Transfer is or will be to any Concordia Competitor or Activist Investor. Notwithstanding anything to the contrary contained herein, a Stockholder may at all times while this Agreement is in effect, none of the Cinven Shareholders shall Transfer, or cause or permit the Transfer all of, any Shares in connection with any take-over bid, tender offer, exchange offer, merger, amalgamation, arrangement, reorganization or any of its Shares to a member of its Group and, in the case of any stockholder which other business combination or other similar transaction unless it is a partnership, to a partner Permitted Transfer within the meaning of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b2.1(b)(ii). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it Except for transfers by the Ordinary Holders to Permitted Transferees as provided in Section 4.6 above, none of the Ordinary Holders or he shall not Transfer any of its or his Shares the Permitted Transferees shall, without the prior written consent of (i) the holders of at least 75% in interest a majority of the Preferred Series A Shares and the Series A1 Shares, voting together as a class separate class, and (without counting ii) the holders of a majority of the Series B Shares and the Series B1 Shares, voting together as a separate class, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions of any Company securities now held by him to any person any time prior to the Qualified IPO; provided that during such period each Existing Shareholder controlled by the Founders may sell, transfer, or otherwise dispose of, up to an aggregate of 10% of the issued outstanding Ordinary Shares held by such transferring Stockholder) except Existing Shareholder as of the date hereof; provided for in Section 3further, that any such sale, transfer or disposition shall nevertheless be subject to the right of first refusal and co-sale rights of the Preferred Holders and the Ordinary Holders under Sections 4.3, 4.4 and 4.5 above. (b) Notwithstanding anything Any attempt by a party to sell or transfer Restricted Shares or Preferred Shares in violation of this Section 4 shall be void and the contrary contained herein, Company hereby agrees it will not effect such a Stockholder may Transfer all or transfer nor will it treat any of its Shares to a member of its Group and, in alleged transferee as the case of any stockholder which is a partnership, to a partner holder of such holder, or shares without the written consent of holders of a retired partner majority of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this AgreementPreferred Shares. (c) If requested The Investors and their respective affiliates to whom any Preferred Share or Ordinary Share has been duly assigned in writing by the managing underwritersaccordance with this Agreement, if any, of any Public Offering, each Stockholder agrees may not to offer, sell, contract to sell or otherwise dispose transfer part or all of their shares to any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date competitor of the registration statement filed with respect to said offeringCompany. For the purpose of this Section 4.7, a “competitor” of the Company shall mean any entity whose business or product competes directly or indirectly against the Principal Business of the Company, as defined herein, and its subsidiaries (including the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(bSubsidiaries). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it None of the Founders or he shall not Transfer any of its or his Shares the BVI Companies shall, without the prior written consent of (i) the holders of at least 75% in interest more than fifty percent (50%) of the Preferred Shares, Shares (voting together as a single class on as-converted basis), (without counting ii) the holders of more than seventy-five percent (75%) of the Series C Preferred Shares or their permitted assigns (voting together as a single class on as-converted basis), (iii) the holders of more than fifty percent (50%) of the Series D Preferred Shares (voting together as a single class on as-converted basis) and (iv) the holders of more than fifty percent (50%) of the Series E Preferred Shares (voting together as a single class on as-converted basis) or their permitted assigns, directly or indirectly sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Company securities held by the Founders and the BVI Companies, to any person on or prior to a Qualified Public Offering. Any attempt by a party to sell or transfer such Ordinary Shares held by the Founders or the BVI Companies in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such transferring Stockholder) except a transfer nor will it treat any alleged transferee as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer holder of such shares without the written consent of all the Preferred Shareholders or its permitted assigns. No shareholders of the Company will transfer any of its Ordinary Shares or Preferred Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any person unless such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, agrees to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable pursuant to the transferring Stockholder Deed of Adherence in the form attached hereto as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.Exhibit C.

Prohibited Transfers. (a) Each The Stockholder agrees that it or he shall not Transfer any sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its his Shares except (i) Vested Shares, as defined in Section 3(b), (ii) to a the Company or (iii) as expressly provided in this Agreement. Notwithstanding the foregoing, the Stockholder may transfer all or any of his Shares (i) by way of gift to any member of its Group and, in his family or to any trust for the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate benefit of any such partner family member or retired partner ifthe Stockholder, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this AgreementAgreement to the same extent as if such transferee were the Stockholder, or (ii) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the Stockholder. As used herein, the word "family" shall include any spouse, lineal ancestor or descendant, brother or sister. (cb) If requested in writing by the managing underwriters, if any, of any Public Offering, each The Stockholder agrees that in connection with any underwritten public offering of Common Stock, upon the request of the Company or the principal underwriter managing such public offering, the Shares may not to offerbe sold, sell, contract to sell offered for sale or otherwise dispose disposed of any Shares except without the prior written consent of the Company or such underwriter, as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) the case may be, for at least 180 days after the effective date effectiveness of the registration statement filed in connection with respect to said such offering, and or such longer period of time as the Board of Directors of the Company hereby also so agrees; providedmay determine if all of the Company's directors, however, that this restriction will not apply officers and affiliates agree to transfers permitted under be similarly bound. This Section 3.3(b). (d2(b) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in expressly survive a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms termination of this Agreement that are applicable pursuant to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesSection 4 hereof.

Prohibited Transfers. (a) Each Prior to the Termination Date, and except as contemplated hereby, such Stockholder agrees that it or he shall not Transfer (i) (x) tender into any of its tender or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Sharesexchange offer, voting together as a class (without counting the Shares held by such transferring Stockholdery) except as provided for in Section 3. sell (b) Notwithstanding anything to the contrary contained hereinconstructively or otherwise), a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriterspledge, if anyhypothecate, of any Public Offeringgrant, each Stockholder agrees not to offerencumber, sell, contract to sell assign or otherwise dispose of (collectively “Transfer”), or enter into any Shares except as part of such Public Offering within thirty (30) days before Contract, option, agreement or one hundred and eighty (180) days after the effective date of the registration statement filed other arrangement or understanding with respect to said offeringthe Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), and (z) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares or (ii) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect that would have the Company hereby also so agreeseffect of preventing or delaying such Stockholder from performing such Stockholder’s obligations under this Agreement; provided, however, that this restriction will the foregoing shall not apply to transfers permitted under Section 3.3(b). (d) Each prohibit any Transfer of Covered Shares which by a Stockholder (1) to an Affiliate of such Stockholder, (2) with the prior written approval of the Special Committee, (3) in response to a tender or exchange offer (other than the Tender Offer) that has been publicly announced and approved or recommended by the Special Committee or the Liberty Board, (4) if such Stockholder is permitted by Section 3 an individual, (A) to such Stockholder’s spouse, (B) to such Stockholder’s lineal ancestors, lineal descendants, siblings, cousins or the spouses thereof, (C) to trusts for the benefit of this Stockholders' Agreement shall be by written agreement such Stockholder or such persons described in the immediately preceding sub-clause (the "Transfer Agreement"B), (D) to foundations established by such Stockholder or such persons described in the preceding sub-clause (B) or Affiliates thereof or (E) by way of bequest or inheritance upon death, (5) if such Stockholder is an entity, to such Stockholder’s stockholders, partners or other equity holders, or (6) subject to Section 6(b), that is a form reasonably satisfactory redemption of Voting Non-Economic Preferred Stock and common units of New Holdco in exchange for Common Stock in accordance with the Certificate of Designation and the A&R New Holdco LLC Agreement, but only, in the case of clauses (1), (2), (4) and (5) if the permitted transferee executes a joinder to the Company and its counsel, this Agreement pursuant to which the such transferee (other than a Stockholder who is already agrees to become a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, hereto and to abide by, and hold the transferred Shares be subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been restrictions applicable to such transferring Stockholder had hereunder. Any Transfer in violation of this Section 6(a) shall be null and void ab initio. To the transferring Stockholder retained extent a Transfer is permitted under this Agreement, such transferred SharesTransfer shall comply with all applicable laws.

Prohibited Transfers. Any attempted Transfer of Corporation Securities prior to the Restriction Release Date, or any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Restriction Release Date, shall be prohibited and void ab initio insofar as it purports to transfer ownership or rights in respect of such stock to the purported transferee of a Prohibited Transfer (aa “Purported Transferee”) (i) Each if the transferor is a Substantial Stockholder agrees that it or he shall not such Transfer results in a decrease in the Percentage Stock Ownership of any of its Substantial Stockholder or his Shares without (ii) to the prior written consent of the holders of at least 75% in interest of the Preferred Sharesextent that, voting together as a class result of such Transfer (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any series of its Shares to a member Transfers of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement a part), either (1) any Person (including any group of such partnership provided that Persons) shall become a Substantial Stockholder other than by reason of Treasury Regulation section 1.382-2T(j)(3) or any such transferee shall agree in writing with the Company, prior to and as a condition precedent successor to such transfer, to be bound by all of regulation or (2) the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, Percentage Stock Ownership interest of any Public Offering, each Substantial Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agreesshall be increased; provided, however, that this restriction will Section 6(b) shall not apply to transfers permitted under Section 3.3(b). (d) Each to, nor shall any other provision in this Certificate of Incorporation prohibit, restrict or limit in any way, the Transfer of Shares which Corporation Securities in accordance with the Agreement and Plan of Merger among AMR Corporation, US Airways Group, Inc. and AMR Merger Sub, Inc. dated as of February 13, 2013 and the distribution of Corporation Securities pursuant to the [Plan of Reorganization]3; provided, further, that the restrictions in Section 6(b)(i) shall no longer apply following the date that is permitted by three years and six months following the Effective Date. Nothing in this Section 3 6 shall preclude the settlement of any transaction with respect to the Corporation Securities entered into through the facilities of a national securities exchange; provided, however, that the Corporation Securities and parties involved in such transaction shall remain subject to the provisions of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), Section 6 in respect of such transaction. Unless a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than transferor that is not a Substantial Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of at the time of the Transfer has actual knowledge that a Transfer by it is prohibited by this Section 6, (i) such transferor shall have no liability to the Corporation in respect of any losses or damages suffered by the Corporation as a result of such Transfer and that would the Corporation shall have been applicable no cause of action or rights against such transferor in respect of such losses or damages, and (ii) such transferor shall have no liability to the respective transferee in respect of any losses or damages suffered by such transferring Stockholder had transferee by virtue of the transferring Stockholder retained such transferred Sharesoperation of this Section 6.

Prohibited Transfers. (a) Each Stockholder agrees that it Neither Lender nor any permitted transferee of Lender shall Transfer all or he shall not Transfer any of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) to any Person except as provided for in Section 3. (b) accordance with Sections 3 and 4 hereof. Notwithstanding anything to the contrary contained hereinherein (other than Section 3 hereof), a Stockholder Lender (and any permitted transferee of Lender) may Transfer all or any a portion of its Shares to a member of its Group andits, in his or her Shares: (i) if the case of any stockholder which is a partnership, trust or similar organization, to any member of the Group of which Lender (or such permitted transferee) is a partner of such holdermember; provided, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the CompanyCorporation, prior to and as a condition precedent to such transferTransfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a corporation, limited liability company or similar organization, to any member of its Group; provided, that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) if the transferor is any such permitted transferee of Lender, to any member of the Family of such permitted transferee; provided, that such new transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family trusts shall be non-transferable; and (iv) if the transferor is any such permitted transferee of Lender, by will or the laws of descent and distribution, in which event each such new transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee was a party hereto. (cb) If requested in writing by the managing underwriters, if any, of any Initial Public Offering, each Stockholder Lender agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Initial Public Offering within thirty (30) days before or for one hundred and eighty (180) days after the effective date of the registration statement filed with the SEC with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b4.1(a) provided such transferee agrees to be bound by the restriction contained in this Section 4.1(b). Notwithstanding the foregoing, in the event that Lender shall have accepted an offer to purchase Offered Shares (as defined below) which have been offered pursuant to Section 4.2(a), Lender shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the restrictions contained in this Section 4.1(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder Shareholder hereby agrees that it or he shall not Transfer all or any of his or its Stock except to the Company or his Shares without as expressly provided in this Agreement. No Transfer shall be effective and the prior written consent Company shall not, and shall not be compelled to, recognize any Transfer or record any Transfer on their books made other than in accordance with the terms of this Agreement, or issue any certificate representing any Stock to any Person who has received such Stock in a Transfer made other than in accordance with the holders terms of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3this Agreement or to any Person who has not delivered to it an executed Counterpart. (b) Notwithstanding anything Each Shareholder shall be permitted to Transfer its Stock to any Affiliate of such Shareholder without compliance with Section 4 hereof, provided that any such transferee shall, as a condition to such Transfer, execute a Counterpart and thereafter the contrary contained hereintransferee shall be treated as a Shareholder for all purposes under this Agreement; and provided further that if the Notes (as defined in the Mezzanine Agreement) shall be bearing interest at thirteen and one-half percent (13.5%) pursuant to Section 2.06(b) of the Mezzanine Agreement, a Stockholder may then, until such Notes shall be redeemed, Holdings shall not be permitted to transfer any of its Common Stock except to its members and then only if the members agree in writing to be bound by the terms of Section 2.06(b) of the Mezzanine Agreement (imposing transfer restrictions). (c) Each Individual Investor shall be permitted to Transfer all or any of its Shares his Stock to such Individual Investor's Permitted Transferees without compliance with Section 4 hereof, provided that such Permitted Transferee executes a member of its Group Counterpart, and, except in the case of any stockholder which is a partnershipTransfer occasioned as a result of the death of an Individual Investor: (i) notwithstanding such Transfer, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to Individual Investor making such Transfer shall remain jointly and severally liable for any breach by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all Permitted Transferee of the provisions of this Agreement; and (ii) any Individual Investor who Transfers any or all of his Stock to a Permitted Transferee shall, except with the consent of the holders of a majority of the Shares other than the Shares of the Transferring Individual Investor, retain the right to vote the transferred Stock on any matter on which such Stock is entitled to vote under the provisions of the applicable Company's Certificate of Incorporation. (cd) If requested Notwithstanding this Section 2, the Individual Investors and Holdings shall be permitted to pledge their shares in favor of The First National Bank of Boston, as Administrative Agent, pursuant to the Management Pledge Agreement and the Parent Pledge Agreement, both dated the date hereof. (e) Notwithstanding this Section 2, any Individual Investor shall be permitted to pledge his shares of Class C Preferred Stock to a lender to the pledging Individual Investor provided that (i) prior to completing the pledge, the lender undertakes in a writing (in form and substance acceptable to the lender and the Company) delivered to the Company that (A) such lender is prohibited from selling or syndicating all, or any portion of the debt obligation secured by the managing underwriterspledge, and (B) in the event of any default on the debt secured by such pledge, all or any portion of the pledged shares (as determined by the Company) may be purchased by the Company for a price equal to the lowest of (1) the aggregate Stated Value of the shares being purchased, (2) the Fair Market Value (as determined under procedures comparable to those set forth in Section 6(d) hereof with decisions as to choice of the valuation determiner being made by the Representative and the Lender) of the shares being purchased, or (3) the unpaid principal, plus accrued interest, plus all other amounts accrued and owing to the lender in respect of such indebtedness, secured by the pledge, (ii) if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is the borrower and pledgor, the Consulting Agreement will terminate in the event the lender executes against, or otherwise obtains an ownership interest in, the pledged shares or their proceeds, (iii) if any other Individual Investor is the borrower and pledgor, the Management Agreement, if any, of any Public Offeringsuch Individual Investor will terminate in the event the lender executes against, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before obtains an ownership interest in, the shares pledged by that Individual Investor or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offeringtheir proceeds, and (iv) the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b)lender is an institution normally engaged in the business of making commercial loans. (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder Employee agrees that it or he shall not Transfer any of its or his Shares which are subject to repurchase pursuant to Section 3 above at any time. Employee further agrees that he shall not Transfer any of his Shares which are no longer subject to repurchase pursuant to Section 3 above without the prior written consent of the holders of at least 75% in interest a majority of the Preferred Shares, voting together as a class (without counting the outstanding Common Shares held by such transferring Stockholder) the Stockholders, except as provided for in Section 35.2. (b) Notwithstanding anything to the contrary contained herein, a Stockholder Employee (and any permitted transferee of Employee) may Transfer all of its, his or her Shares: (i) if the stockholder is a limited partnership or a trust, to any of its Shares to a member of its the Group and, in the case of any stockholder which Employee (or such permitted transferee) is a partnershipmember; provided, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company-------- Corporation, prior to and as a condition precedent to such transferTransfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a corporation, to any member of its Group; provided, that such transferee shall -------- agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) to any member of the Family of Employee (or such permitted transferee); provided, -------- that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family -------- ------- trusts shall be non-transferable; and (iv) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the deceased Employee (or permitted transferee). (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder Employee agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company Corporation hereby also so agrees; provided, however, that this restriction will -------- not apply to transfers permitted under Section 3.3(b5.1(b) provided such transferee agrees to be bound by the restriction contained in this Section 5.1(c). Notwithstanding the foregoing, in the event that Employee shall have accepted an offer to purchase Offered Shares (as defined below) which have been offered pursuant to Section 5.2(a), Employee shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the restrictions -------- contained in this Section 5.1(c). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it 9.1 Any person who holds, or he becomes entitled to, any Share shall not effect a Transfer any of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or Shares except a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with Clause 10, Clause 12, Clause 13, Clause 14 or Clause 15, and provided further that no Transfer of Shares may be made to any Pre-emption Restricted Person under any circumstances (regardless of whether such Transfer would otherwise comply with Clause 10 or Clauses 12 to 15 (inclusive)). 9.2 For the partnership agreement purpose of ensuring compliance with this Clause 9, the Company may require any Shareholder to procure that (i) he/she/it or (ii) such partnership provided that any such transferee shall agree in writing with the Company, prior other person as is reasonably believed to and as a condition precedent have information and/or evidence relevant to such transferpurpose provides to the Company any information and/or evidence relevant to such purpose and failing such information and/or evidence being provided the Board may notify the relevant Shareholder (for the purposes of this Clause 9, the “Defaulting Shareholder”) that a breach of the Transfer provisions of this Agreement is deemed to have occurred, whereupon: 9.2.1 the Company shall refuse to register any Transfer of the Relevant Shares; 9.2.2 the Relevant Shares shall cease to confer on the holder thereof (or any proxy thereof) any rights: (i) to vote (whether on a show of hands or on a poll and whether exercisable at a general meeting of the Company or at a separate meeting of the class in question); or (ii) to receive dividends or other distributions (other than the issue price of the Relevant Shares upon a return of capital), otherwise attaching to the Relevant Shares or to any further Shares issued pursuant to the exercise of a right attaching to the Relevant Shares or in pursuance of an offer made to the relevant holder; and 9.2.3 the Defaulting Shareholder may be bound by required at any time following such notice to Transfer (or procure the Transfer of) some or all of the provisions of this AgreementRelevant Shares in accordance with Clause 15. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder Except for the Transfers by the Transferor to the Permitted Transferees as provided in Section 5.4 above, the Key Persons, the Restricted Shareholders and MCL shall not, and shall cause the management of the Company who holds any Share of the Company and the Permitted Transferees not to, without the prior written consents of the Majority Preferred A Holders, the Majority Preferred B Holders, the Majority Preferred C Holders, the Majority Preferred D Holders, the Majority Preferred E Holders and the Majority Preferred F Holders, Transfer any Equity Securities now or hereafter held by him/her or it to any Person prior to consummation of the Qualified IPO. (b) Any attempt by any Transferor to Transfer any Equity Securities in violation of this Section 5 shall be void and the Company hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consents of the Majority Preferred A Holders, the Majority Preferred B Holders, the Majority Preferred C Holders, the Majority Preferred D Holders, the Majority Preferred E Holders and the Majority Preferred F Holders. (c) For avoidance of any doubt, subject to Sections 5.5(e) and 5.5(f) below, any Transfer of the Preferred Shares (or the Class A Ordinary Shares that it have been converted from such Preferred Shares) by the Investors and the Transfer of the Class A Ordinary Shares by IW or he ▇▇▇▇ ▇▇▇▇ (羊东) shall not Transfer be subject to any restrictions or limitations, including but not limited to any right of its first refusal, co-sale rights, or his Shares other contractual conditions or restrictions, provided that, without the prior written consent of ZHOU Yuan (周源), the holders of at least 75% in interest transferee of the Preferred Sharesforegoing Transfer shall not be the Restricted Person of the Company. Each Non-Restricted Shareholder (as defined below) shall cause its transferee(s) of Shares to, voting together as a class (without counting prior to the completion of any such transfer, agree in writing to join this Agreement and assume the obligations of such Non-Restricted Shareholder under this Agreement with respect to the transferred Shares held by such transferring Stockholder) except as provided for in Section 3or Equity Securities of the Company. (bd) With respect to any Transfer pursuant to Section 5.5(c) above, the Company and each Shareholder shall (and shall procure the Directors appointed by them to) promptly and unconditionally approve the Transfer of Shares by the Investors (if and only if the consent or approval is required by applicable Laws for such share transfer) for so long as such Transfer is not in violation of applicable Laws and this Agreement and promptly effect such share transfer. Notwithstanding anything to the contrary contained hereinin this Agreement, a Stockholder each Investor may freely Transfer all any Preferred Shares (or the Class A Ordinary Shares that have been converted from such Preferred Shares) to any of its Shares to a member of its Group andAffiliate. All rights, in the case privileges, power and interests of any stockholder which is a partnershipInvestor under the Transaction Documents could, to a partner at the sole discretion of such holderInvestor, be assigned or a retired partner transferred to such transferee(s) of such holder who retires after Investor upon the date hereofconsummation of transfer by such Investor of the Shares, or the estate and such transferee(s) of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect Investor shall be entitled to such Transfer by rights, privileges, power and interests as if such transferee(s) were a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a signing party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, Agreement and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Sharesany other Transaction Document.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer Notwithstanding anything to the contrary contained herein, at any of its or his Shares time commencing from the date hereof, without the prior written consent of the holders of at least 75% in interest Kingsoft, none of the Preferred Sharesshareholders of the Company (except for Kingsoft) may, voting together as directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a class (without counting series of transactions any equity interests in the Shares Company held by it to any Person who is a Competitor. For the avoidance of any doubt, the transfer restrictions herein shall not be capable of being avoided by the holding of any securities in any Person indirectly through a company or other entity that can itself be sold or transferred in order to dispose of an interest in such transferring Stockholder) except as provided for securities in Section 3such Person free of such restrictions. (b) Notwithstanding anything to the contrary contained herein, except for any transfer of shares or other equity interest pursuant to and in compliance with the Officer Restricted Share Agreement, none of the Officer Holdco or the Officer shall, without the prior written consent of Kingsoft and the IDG Investor and holders of at least 66% of the then issued and outstanding Series C Preferred Shares and holders of at least 66% of the then issued and outstanding Series D Preferred Shares and Series D+ Preferred Shares (voting together on an as-converted basis), directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a Stockholder may Transfer all or series of transactions any of its Shares to a member of its Group and, equity interest in the case of Company held directly or indirectly by the Officer Holdco and/or such Officer to any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this AgreementPerson. (c) If requested Notwithstanding anything to the contrary contained herein and subject to Section 4.5(b), except for any transfer of shares or other equity interest pursuant to and in writing by compliance with the managing underwritersManagement Restricted Share Agreement and ESOP, if anynone of the Management Holdco or the Management shall, without the prior written consent of any Public OfferingKingsoft, each Stockholder agrees not to offerdirectly or indirectly, sell, contract to sell assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Shares except as part of equity interest in the Company held directly or indirectly by such Public Offering within thirty Management Holdco and/or such Management to any Person; provided that any such transaction involving equity interest in the Company held directly or indirectly through the Management Holdco by ▇▇. ▇▇▇▇ Yulin (30王育林) days before or one hundred and eighty (180) days after shall be subject to the effective date prior written consent of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b)IDG Investor. (d) Each Transfer of Shares which is permitted Any attempt by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy sell or transfer any direct or indirect equity interest of the Company in violation of this Stockholders' Agreement, Section 4 shall be void and to abide by, and hold each of the transferred Shares subject toCompany, the terms Officer Holdco and the Management Holdco hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest. (e) For the avoidance of doubt, any sale, transfer or other disposition of the Company securities directly or indirectly held by the shareholders of the Company (including without limitation any Shares and shares of the Officer Holdco and the Management Holdco) in compliance with this Agreement that are Section 4.5 (except for the exempted transfer as provided in Section 4.4 above) shall nevertheless be subject to the right of first refusal under Section 4.1, the right of first offer under Section 4.2 and the tag-along right under Section 4.3. (f) For the avoidance of doubt, the right of first offer under Section 4.2, the tag-along right under Section 4.3 and the transfer restrictions under this Section 4.5 and Section 4.6 applicable to the transferring Stockholder as CIIF Investor shall not apply to the transfer of the time partnership interest in the CIIF Investor or the direct or indirect beneficial ownership in its partners; provided that such transfer shall not result in the Control of the Transfer and Shares held by the CIIF Investor by a Competitor in any way or the fact that would have been applicable the CIIF Investor ceases to such transferring Stockholder had operate under the transferring Stockholder retained such transferred Sharestrade name of China Internet Investment Fund (中国互联网投资基金).

Prohibited Transfers. (a) Each Stockholder agrees that it Except for transfers to his Permitted Transferees as provided in Section 4.5 above, none of the Founders, or he shall not Transfer any of its or his Shares their Permitted Transferees shall, without the prior written consent of (i) the holders of Series A Holder holding at least 75% in interest a majority of the Preferred SharesSeries A Shares and applicable Conversion Shares then outstanding (on an as-converted basis), voting together as (ii) the Series B Holders holding at least a class majority of the Series B Shares and applicable Conversion Shares then outstanding (without counting on an as-converted basis), (iii) the Series C Holders holding at least a majority of the Series C Shares and applicable Conversion Shares then outstanding (on an as-converted basis), and (iv) the Series C1 Holders holding at least a majority of the Series C1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (v) the Series D Holders holding at least a majority of the Series D Shares and applicable Conversion Shares then outstanding (on an as-converted basis), and (vi) the Series D1 Holders holding at least a majority of the Series D1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or series of transactions any Company’s Equity Securities now or hereafter held by such transferring Stockholderhim to any Person on or prior to a Qualified Public Offering. Notwithstanding the foregoing, each of the Founders shall be entitled to sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or series of transactions up to three percent (3%) except in the aggregate of all of the Ordinary Shares it holds in the Company as provided for in Section 3of the date of this Agreement to any other third parties. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer Any attempt by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract Party to sell or otherwise dispose of transfer any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date Equity Securities of the registration statement filed with respect to said offering, Company in violation of this Section 4 shall be void and the Company hereby also so agrees; provided, however, that this restriction agrees it will not apply to transfers permitted under Section 3.3(beffect such a transfer nor will it treat any alleged transferee as the holder of such Equity Securities without the written consent of, (i) the Series A Holders holding at least a majority of the Series A Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (ii) the Series B Holders holding at least a majority of the Series B Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (iii) the Series C Holders holding at least a majority of the Series C Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (iv) the Series C1 Holders holding at least a majority of the Series C1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis), (v) the Series D Holders holding at least a majority of the Series D Shares and applicable Conversion Shares then outstanding (on an as-converted basis), and (vi) the Series D1 Holders holding at least a majority of the Series D1 Shares and applicable Conversion Shares then outstanding (on an as-converted basis). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it or he Unless and until the IRR Release Date has occurred, the Management Stockholders shall not Transfer any of its Restricted Stock other than (a) to the Company as permitted or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Sharesrequired under this Agreement as it relates to any Forfeiture, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnershipas permitted below, to a partner Permitted Transferee, (c) pursuant to the “Defaulting Investor” provisions contained in Section 2.3 of such holderthe Founders Subscription Agreement or upon the Company’s exercise of remedies under the stock pledge agreement executed by the Management Stockholder pursuant to the Founders Subscription Agreement, or (d) following a retired partner Change of such holder who retires after the date hereofControl Liquidity Event, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer as contemplated by a partnership, such Transfer is made and in accordance with Section 4.04 of the partnership agreement of such partnership Stockholders Agreement, and (e) in a Corporate Transaction, provided that the proceeds received in such Corporate Transaction shall be deemed to be Restricted Stock for purposes of this Agreement and subject to the terms and provisions of this Agreement. Additionally, the Management Stockholder shall not Transfer any such transferee shall agree shares of Restricted Stock except in writing compliance with the Companyterms of the Stockholders Agreement. As a condition to any Transfer to a Permitted Transferee, prior each Permitted Transferee to and whom shares of Restricted Stock are transferred must, as a condition precedent to such transferTransfer, acknowledge in writing to the Company that such person agrees to be bound by all the terms and conditions of this Agreement to the same extent as such shares would be so subject if retained by the Management Stockholder. The Company shall not transfer on its books any shares of its capital stock that are subject to this Agreement unless the provisions of this Agreement. (c) If requested Agreement and the Stockholders Agreement applicable thereto have been complied with in writing full. Any purported transfer by the managing underwriters, if any, a Management Stockholder of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date capital stock of the registration statement filed Company without full compliance with respect to said offering, such provisions hereof and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement thereof shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company null and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Sharesvoid.

Prohibited Transfers. (a) Each Stockholder Notwithstanding any other provision set forth herein, the Founder agrees that it he will not sell or he shall not Transfer any transfer more than an aggregate of its or his Shares without 800,000 shares of Stock during the prior written consent of the holders of at least 75% three year period ending November 1, 1998 except in interest of the Preferred Shares, voting together as a class (without counting the Shares held transactions permitted by such transferring Stockholder) except as provided for in Section 34. (b) Notwithstanding anything to In the contrary contained hereinevent the Founder sells any Stock in contravention of the terms of this Agreement (a "Prohibited Transfer"), a Stockholder may Transfer all or any of its Shares to a member of its Group andthe Stockholders, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect addition to such Transfer by a partnershipother remedies as may be available at law, such Transfer is made in accordance with equity or hereunder, shall have the partnership agreement of such partnership put option provided that any such transferee below, and the Founder shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the applicable provisions of this Agreementsuch option. (c) If requested in writing by In the managing underwriters, if any, event of any Public Offeringa Prohibited Transfer, each Stockholder agrees not to offer, sell, contract shall have the right to sell or otherwise dispose to the Founder the type and number of any Shares except as part shares of such Public Offering within thirty Stock equal to the number of shares each Stockholder would have been entitled to transfer to the purchaser under Section 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (30i) days before or one hundred and eighty The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the purchaser to the Founder in the Prohibited Transfer. (180ii) Within ninety (90) days after the effective date later of the registration statement filed with respect dates on which the Stockholder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, each Stockholder shall, if exercising the option created hereby, deliver to said offeringthe Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by a Stockholder, pursuant to this subparagraph 5(b), pay the aggregate purchase price therefor, in cash or by other means acceptable to the Stockholder. (iv) Notwithstanding the foregoing, any attempt by the Founder to transfer Stock in violation of Section 2 of this Agreement shall be void and the Company hereby also so agrees; provided, however, that this restriction agrees it will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer effect such a transfer nor will it treat any alleged transferee as the holder of Shares which is permitted by Section 3 such shares without the written consent of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), a majority in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as interest of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesStockholders.

Prohibited Transfers. (a) Each Stockholder agrees that it or he Mortgagor shall not Transfer cause or permit or suffer to occur any of its or his Shares the following events (a "DISPOSITION") without the prior written consent of the holders of at least 75% Mortgagee, which Mortgagee may grant or withhold in interest its sole discretion, and if any of the Preferred Sharessame shall occur without such consent, voting together as a class then Mortgagee shall have the right to declare the Obligations immediately due and payable and to foreclose this Mortgage: (without counting a) if all or any portion of the Shares held legal or equitable or beneficial title to all or any portion of the Security Property or any interest therein shall in any manner whatsoever be sold, conveyed or transferred, either voluntarily or by such transferring Stockholder) except as provided for in Section 3. operation of law; or (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder portion of the Security Property directly or indirectly owned by a corporation (or a partnership or joint venture or limited liability company or trust or other business entity), if any stock or partnership interest or joint venture interest or member interest or beneficial interest in such owner shall be transferred (whether among the then existing partners, Book 9117 Pg 1835 (Space reserved for Clerk of Court) stockholders, members or other beneficial owners, or otherwise), or if such stock or partnership interest or joint venture interest or beneficial interest shall be assigned, pledged, hypothecated, mortgaged or otherwise encumbered. It is expressly agreed that, in connection with determining whether to grant or withhold consent to any Disposition or Encumbrance, the determination made by Mortgagee shall be conclusive and Mortgagee may require as conditions to granting such consent (1) an increase in the rate of interest payable under the Note, (2) payment to Mortgagee of a transfer fee, (3) payment of Mortgagee's reasonable attorneys' fees in connection with such Disposition or Encumbrance, (4) the express assumption of the payment of the Obligations by the party to whom such Disposition will be made (with or without, in Mortgagee's sole discretion, the release of Mortgagor from liability for such Obligations). The following transfers shall not be in violation of this paragraph 9: (i) Public utility easements for the benefit of the Security Property; and (ii) involuntary conveyances which are removed or reconveyed within 90 days; and (iii) a transfer as the result of the death of an obligor who is a partnershipnatural person, provided that a transferee acceptable to a partner the Beneficiary assumes the liability of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, decedent with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all Loan within 90 days of the provisions of this Agreement. person's death; and (civ) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date trades of the registration statement filed with respect to said offeringpublicly traded stock of Equity One, and the Company hereby also so agrees; providedInc., however, that this restriction will not apply to transfers permitted under Section 3.3(b). a Maryland corporation (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer AgreementGUARANTOR"), in a form reasonably satisfactory to the Company ordinary course of business; and its counsel, pursuant to which (v) changes in the transferee corporate structure of Guarantor so long as (other than a Stockholder who is already a party to this Stockholders' Agreementi) agrees to execute a counterpart copy such changes do not directly affect Mortgagor or any of this Stockholders' Agreementthe Security Property, and to abide by(ii) Guarantor's net worth before and after any such changes is and remains in excess of $50,000,000.00, as determined by Mortgagee, and hold in accordance with generally accepted accounting principles consistently applied. Notwithstanding the transferred Shares subject toforegoing, Mortgagee will allow a one-time transfer of the Security Property with all terms of this Agreement that the Note otherwise remaining the same, if the following conditions are applicable to satisfied: (1) the transferring Stockholder as Obligations are current and not in default of any kind at the time of transfer; (2) the Transfer transferee demonstrates financial credentials, creditworthiness, and that would have been management ability acceptable to Mortgagee in its sole discretion; (3) Mortgagee receives a transfer fee equal to one percent of the outstanding balance of the Obligations; (4) the structure of the transaction, including the form of purchasing transferee entity, secondary financing (if any), third party guarantees and indemnifications and other fundamental matters, is acceptable to Mortgagee in its sole discretion; (5) the transferee executes an environmental certificate and indemnity agreement in form and content satisfactory to Mortgagee; (6) the transferee executes an assumption agreement and such other documentation reasonably requested by Mortgagee to evidence such transfer and to preserve and continue the security interests of Mortgagee in the Security Property and other collateral for the Obligations, in form and substance satisfactory to Mortgagee in Mortgagee's reasonable discretion; (7) the purchaser executes an indemnity agreement protecting Mortgagee against loss or damage because of the Security Property's failure to comply with applicable laws and governmental regulations, including those pertaining to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.access of handicapped or disabled persons; and (8) Mortgagee receives payment of all taxes, costs and expenses incurred in connection therewith, including Mortgagee's attorneys' fees. Book 9117 Pg 1836 (Space reserved for Clerk of Court)

Prohibited Transfers. Until the earliest of (i) the consummation of a Qualified Public Offering, (ii) the date on which all Notes are no longer outstanding or (iii) the date on which all Preferred Shares are no longer outstanding (whether through redemption or conversion into Common Stock): (a) Each Stockholder agrees that it or he The Principal shall not Transfer any sell, assign, transfer, grant an option to or for, pledge, hypothecate, mortgage, encumber or dispose of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as (a class (without counting the Shares held by such transferring Stockholder"Transfer") except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any Securities owned by him directly, nor shall the Principal permit the Transfer of its Shares any Securities owned by his family directly, to a the extent that the Securities conveyed in such Transfer, together with all Securities conveyed in all previous Transfers by the Principal following the Closing Date would exceed 10% of the Securities held by the Principal as of the Closing Date. Notwithstanding the foregoing, the Principal may Transfer (i) any and all Securities owned by him by way of gift to any member of its Group and, in his immediate family or to any trust for the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate benefit of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement family member of such partnership Principal, provided that any each such transferee shall agree in writing with the CompanyCompany and the Purchasers, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement.Agreement and any other agreement related to the repurchase of such Securities by which the Principal is bound to the same extent as if such transferee were the Principal, and (ii) any and all Securities owned by him by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement and any other agreement related to the repurchase of such Securities by which the Principal is bound to the same extent as if such transferee were the Principal. As used herein, the word "family" shall include any spouse or lineal descendant. In addition, the amount of Securities held by the Principal shall be deemed to include the Securities held by such Principal's family; and (cb) If requested MET shall not Transfer all or any TeleBanc Securities owned by it to the extent that the TeleBanc Securities conveyed in writing such transfer, together with all TeleBanc Securities conveyed in all previous Transfers by MET following the managing underwriters, if any, Closing Date would exceed 10% of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except TeleBanc Securities held by MET as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offeringClosing Date, and the Company hereby also so agrees; provided, provided however, that this restriction will not apply to transfers permitted under Section 3.3(b). MET may Transfer in excess or such 10% of TeleBanc Securities held by it, (di) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which extent that such TeleBanc Securities or the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time proceeds of the Transfer and that would have been applicable to of such transferring Stockholder had TeleBanc Securities are used for the transferring Stockholder retained such transferred Sharesredemption, repurchase or other reacquistion of MET Stock from shareholders of MET other than the Principal or Mitchell A. Caplan, o▇ (▇▇) ▇▇▇▇▇▇▇▇ ▇▇ a liquidation of MET.

Prohibited Transfers. a Member not giving a Transfer Notice in respect of any shares or not transferring any shares (aas the case may be) Each Stockholder agrees as required by Articles 6.2, 7.1(e) or 7.2(b) and/or as required as a consequence of a material breach of a shareholders agreement relating to the Company in existence at the relevant time. Upon the happening of any Transfer Event, but subject to any rectification rights agreed in writing between the Members from time to time, the Member in question and any other member who has acquired shares from him under a permitted transfer (directly or by means of a series of two or more permitted transfers) shall be deemed to have immediately given a Transfer Notice in respect of all the shares then held by them (a Deemed Transfer Notice). A Deemed Transfer Notice shall supersede and cancel any then current Transfer Notice insofar as it relates to the same shares except for shares which have then been validly transferred pursuant to that it or he Transfer Notice. Notwithstanding any other provision of these Articles any Member holding shares in respect of which a Deemed Transfer Notice is deemed given shall not Transfer be entitled to exercise any of its or his Shares without the prior written consent voting rights at general meetings of the holders Company in respect of at least 75% in interest those shares between the date of the Preferred Shares, voting together as a class (without counting relevant Deemed Transfer Notice and the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any expiry of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires 3 months after the date hereofof the Sale Notice given in respect of those shares or, or if earlier, the estate entry in the register of members of the Company of another person as the holder of those shares. The shares the subject of any holder who retires Deemed Transfer Notice shall be offered for sale in accordance with Article 8 as if they were Sale Shares in respect of which a Transfer Notice had been given save that: a Deemed Transfer Notice shall be deemed to have been given on the date of the Transfer Event or, if later, the date of the first meeting of the Board at which details of the facts or circumstances giving rise to the Deemed Transfer Notice are tabled; the Sale Price shall be a price per Sale Share agreed between the Vendor and the Board in accordance with principles established by agreement between the Members from time to time, in default of agreement within 21 days after the date hereofof the Transfer Event, the Market Value, including in each case any dividends on the Sale Shares referred to in Article 9.4(d); a Deemed Transfer Notice shall be deemed to contain a Total Transfer Condition and shall be irrevocable save as expressly otherwise agreed in writing between the Shareholders; the Sale Shares shall be sold together with all rights, attaching thereto as at the date of the Transfer Event, including the right to any dividend declared or payable on those shares after that date; if the estate C Shareholder is the subject of any such partner or retired partner if, with respect a Deemed Transfer Notice then the Sale Shares shall not be offered to such Transfer by a partnership, such Transfer is made the persons referred to in accordance with Article 8.8(a) but instead shall be offered to all persons in the partnership agreement category set out in column (3) of such partnership provided that any such transferee shall the line relating to the C shares in the table in Article 10; and the Members may agree in writing with additional arrangements for the Companysale of Sale Shares which shall apply in addition to the above provisions. Notwithstanding any other provision of these Articles, prior no transfer of any share shall be registered if it is to and as any person (if not an existing Member) who has not executed a condition precedent to such transfer, to be bound by all Deed of Adherence. The quorum at any general meeting of the provisions of this Agreement. (c) If requested Company or adjourned general meeting shall be three persons present in writing person or by the managing underwriters, if anyproxy, of whom one shall be a holder of A shares, one shall be a holder of B shares and one shall be a holder of C shares. No business shall be transacted by any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose general meeting unless a quorum is present at the commencement of any Shares except as part of such Public Offering the meeting and also when that business is voted on. If within thirty minutes (30or such longer time as the persons present may all agree to wait) days before or one hundred and eighty (180) days after from the effective date of time appointed for any general meeting a quorum is not present, the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement meeting shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Sharesdissolved.

Prohibited Transfers. (a) Each The Stockholder agrees that it or he shall not Transfer any sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its his Shares except (i) Vested Shares, as defined in Section 3(b), (ii) to a the Company or (iii) as expressly provided in this Agreement. Notwithstanding the foregoing, the Stockholder may transfer all or any of his Shares (i) by way of gift to any member of its Group and, in his family or to any trust for the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate benefit of any such partner family member or retired partner ifthe Stockholder, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this AgreementAgreement to the same extent as if such transferee were the Stockholder, or (ii) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the-Stockholder. As used herein, the word "family" shall include any spouse, lineal ancestor or descendant, brother or sister. (cb) If requested in writing by the managing underwriters, if any, of any Public Offering, each The Stockholder agrees that in connection with any underwritten public offering of Common Stock, upon the request of the Company or the principal underwriter managing such public offering, the Shares may not to offerbe sold, sell, contract to sell offered for sale or otherwise dispose disposed of any Shares except without the prior written consent of the Company or such underwriter, as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) the case may be, for at least 180 days after the effective date effectiveness of the registration statement filed in connection with respect to said such offering, and or such longer period of time as the Board of Directors of the Company hereby also so agrees; providedmay determine if all of the Company's directors, however, that this restriction will not apply officers and affiliates agree to transfers permitted under be similarly bound. This Section 3.3(b). (d2(b) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in expressly survive a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms termination of this Agreement that are applicable pursuant to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesSection 4 hereof.

Prohibited Transfers. Borrower shall not directly or indirectly make, -------------------- suffer or permit the occurrence of any Transfer other than a Permitted Transfer. Notwithstanding the foregoing, Borrower may sell all (but not less than all) the Properties (which sale may be structured as a transfer of the beneficial ownership interests in Borrower), subject to the Loan (a "Special Transfer"), provided that the following conditions have been satisfied: (a) Each Stockholder agrees that it no Default or he Event of Default shall not Transfer any of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3.have occurred and be continuing; (b) Notwithstanding anything to the contrary contained herein, Lender in its reasonable discretion (and any other participant or holder of a Stockholder may Transfer all or any of its Shares to a member of its Group and, beneficial interest in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made Loan in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agreesits reasonable discretion; provided, however, with respect to obtaining such consent from any such other participant or holder of a beneficial interest in the Loan, Lender and Borrower hereby agree that Lender and/or CDC shall bear the responsibility for obtaining such consent, and Borrower's sole obligation with respect thereto shall be to request a consent thereto from Lender and CDC in accordance with the terms and provisions of this restriction will not apply Agreement, and unless the response from Lender or CDC indicates otherwise, then any approval or deemed approval by Lender or CDC shall be deemed an approval by such other participants or holders of a beneficial interest in the Loan) and CDC in its reasonable discretion shall have approved the Special Transfer (and the proposed purchaser); (i) the proposed purchaser shall have executed and delivered to transfers permitted under Section 3.3(b).Lender an assumption agreement, in form and substance reasonably acceptable to Lender, evidencing such purchaser's agreement to abide and be bound by the terms of the Loan Documents, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender and (ii) a guarantor(s) acceptable to Lender shall have executed and delivered to Lender a Guaranty of Recourse Obligations in substantially the same form as that executed and delivered by Guarantor in connection with the Loan; (d) Each Transfer of Shares Lender shall have received evidence satisfactory to it (which is permitted by Section 3 of this Stockholders' Agreement shall include a substantive non-consolidation opinion reasonably acceptable to Lender) that, following the Special Transfer, the Borrower and its general partner or managing member, as the case may be, shall be in compliance with Section 5.12; (e) if the proposed Special Transfer occurs after a Secondary Market Transaction, Lender shall have received from Borrower a Rating Comfort Letter from the applicable Rating Agencies with respect to such sale and assumption; and (f) Lender shall have received an assumption fee equal to 1% of the unpaid Principal being assumed (it being understood and agreed however that if the Special Transfer is structured as a transfer of the beneficial ownership interests in Borrower, then in no event shall Borrower be required to pay such assumption fee in addition to the 1% transfer fee described in the definition of "Permitted Transfer" in Section 1.1) in addition to the payment of all recording fees and other reasonable costs and expenses incurred by written agreement the Lender in connection with such Special Transfer (including reasonable attorneys' fees and costs). Notwithstanding the "foregoing, with respect to any Transfer Agreement"(including a Special Transfer) that requires consent from Lender and CDC (and any other participant or holder of a beneficial interest in the Loan), in provided that no Event of Default is continuing, if Borrower provides Lender and CDC with a form reasonably satisfactory to the Company and its counsel, pursuant to written request for approval (which the transferee (other than a Stockholder who is already a party written request shall specifically refer to this Stockholders' AgreementSection 5.16 and shall explicitly state that failure by Lender and CDC to approve or disapprove within 20 Business Days will constitute a deemed approval) agrees and Lender and/or CDC fail to execute a counterpart copy respond to Borrower within 20 Business Days after receipt by Lender and CDC of this Stockholders' Agreementthe request, the proposed 37 Transfer shall be deemed approved by the non-responding party, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder condition described in subsection (b) above shall be deemed satisfied as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Sharesnon-responding party.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer any of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder BioMorphics (and any permitted transferee of BioMorphics) may Transfer all of its, his or her Shares: (i) if the stockholder is a limited partnership or a trust, to any member of its Shares the Group of which BioMorphics (or such permitted transferee) is a member; provided, that such transferee shall agree in writing -------- with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a corporation, to any member of its Group andGroup; provided, that such transferee shall -------- agree in writing with the case of any stockholder which is Corporation, prior to and as a partnershipcondition precedent to such Transfer, to a partner be bound by all of the provisions of this Agreement; (iii) if the transferor is any such permitted transferee of BioMorphics, to any member of the Family of such holderpermitted transferee; provided, or a retired partner of that such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such new transferee -------- shall agree in writing with the Company, prior to and as a condition precedent to such transferTransfer, to be bound by all of the provisions of this AgreementAgreement and, provided, further, that the interests in any Family trusts shall be non- -------- ------- transferable; and (iv) if the transferor is any such permitted transferee of BioMorphics, by will or the laws of descent and distribution, in which event each such new transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were sick (or permitted transferee). (cb) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder BioMorphics agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company Corporation hereby also so agrees; provided, however, that this restriction will -------- ------- not apply to transfers permitted under Section 3.3(b4.1(a) provided such transferee agrees to be bound by the restriction contained in this Section 4.1(b). Notwithstanding the foregoing, in the event that BioMorphics shall have accepted an offer to purchase Offered Shares (as defined below) which have been offered pursuant to Section 4.2(a), BioMorphics shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the -------- restrictions contained in this Section 4.1(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. Except as expressly permitted in this Agreement, no Stockholder nor any of their respective Affiliates, including any direct or indirect beneficial owner or ultimate parent of any such entity (a) Each Stockholder agrees that it including AOLTW, AOL and ODC), shall, directly or he shall not indirectly, Transfer any of its the right, title or his Shares without interest in (i) any shares of Preferred Stock or Common Stock or (ii) any of their Affiliates which beneficially own, either directly or indirectly, any shares of Preferred Stock or Common Stock; provided that, for the prior written consent avoidance of doubt, neither this restriction nor any other provision of this Article V shall apply to any Transfer of Notes. Without limiting the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all foregoing or any of its Shares to a member of its Group andright or remedy any Party may have hereunder, each Stockholder agrees that, in the case event that at any time any Parent Entity or any Wholly Owned Affiliate of any stockholder a Parent Entity ceases to be a Parent Entity or a Wholly Owned Affiliate of a Parent Entity (including if AOL ceases to be a Wholly Owned Affiliate of AOLTW or if Aspen or Atlantis ceases to be a Wholly Owned Affiliate of the Cisneros Family), then all shares of Voting Stock Transferred to or h▇▇▇ ▇▇ ▇uch Person shall automatically be deemed to, and such Person and the Stockholder Affiliated with such Person shall cause such shares to, immediately convert at such time from High Vote Preferred Stock, if applicable, into that number of shares of High Vote Common Stock into which is such shares are then convertible at the applicable conversion ratio under the Certificate of Incorporation, and immediately convert at such time from High Vote Common Stock, if applicable, into that number of shares of Class A Common Stock into which such shares are then convertible at then applicable conversion ratio under the Certificate of Incorporation; PROVIDED that no such conversion shall occur if such Person ceases to be a partnershipParent Entity or a Wholly Owned Affiliate of a Parent Entity solely as a result of the bona fide pledge, to a partner hypothecation or similar financing transaction of the equity interests of such holderPerson so long as the Transferring Parent Entity or Wholly Owned Affiliate of a Parent Entity continues to have the sole and exclusive authority and right to vote the shares subject to such pledge, hypothecation, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is other financing transaction. Except for Transfers duly made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Companythis Article V, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each no Transfer of Shares which is permitted Preferred Stock or Common Stock by Section 3 of this Stockholders' Agreement a Stockholder shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to valid as against the Company and its counsel, pursuant to which stockholders and any purported transfer not so made in accordance with Article V shall be null and void and of no force or effect as against the transferee (Company and the other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer The White Deer Parties, CEPM and any of their respective controlled or controlling affiliates and principals, including PostRock and its subsidiaries (collectively, the “Restricted Group”), agree not to purchase or his Shares without otherwise acquire beneficial ownership of any additional Company Securities (or any economic, voting or other rights with respect thereto) until December 31, 2016. Without the prior written consent of the holders of at least 75% in interest SEPI, CEPM shall not transfer or sell, directly or indirectly, any of the Preferred SharesSubject Units to, voting together as and PostRock shall not transfer or sell, directly or indirectly, in one or a class series of transactions, its interest in CEPM (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any entity that controls CEPM, either directly or indirectly through its control of its Shares to a another entity) to, another member of the Restricted Group. However, the foregoing shall not restrict CEPM from transferring or selling, directly or indirectly, any of the Subject Units to PostRock or any direct or indirect, wholly owned subsidiary of PostRock and shall not restrict PostRock from transferring or selling, directly or indirectly, its Group andinterest in CEPM to any direct or indirect, wholly owned subsidiary of PostRock, so long as, in each case, (i) any such Subject Units continue to be owned by either PostRock or a direct or indirect, wholly owned subsidiary of PostRock (including CEPM, in the case event of any stockholder which is a partnership, permitted transfer of PostRock’s interest in CEPM to a partner of such holderwholly owned subsidiary), or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of (ii) any such partner Subject Units remain subject in all respects to the terms and conditions of this Agreement; (iii) PostRock and any direct or retired partner ifindirect, with respect wholly owned subsidiary of PostRock to whom such Transfer by Subject Units (or such interest in CEPM) are transferred agrees in a partnership, such Transfer is made in accordance with written instrument (delivered to the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior Settling Parties) to become a party hereto and as a condition precedent to such transfer, to be bound by the terms and conditions of this Agreement to the same extent as CEPM or PostRock (in the event of a permitted transfer of an interest in CEPM), as the case may be, and (iv) unless otherwise agreed in writing by SEPI in its sole discretion, any such sale or transfer of the Subject Units shall be disregarded for purposes of determining any payment to be made pursuant to Section 9 or 10 of this Agreement (i.e., such Subject Units shall be treated for purposes of this Agreement as not yet having been sold, no proceeds from any such sale or transfer shall be used for the calculations of any payment pursuant to Section 9 or 10, and the proceeds from any subsequent sale by CEPM (or a Permitted Transferee) will be considered for purposes of calculating the payment under 6 Section 9 or 10, unless these proceeds are not considered pursuant to this Section 6 (for example, in connection with a transfer to another wholly owned subsidiary)). Any transferee pursuant to the preceding sentence shall be deemed to be a “Permitted Transferee.” If, as a result of a transfer to a Permitted Transferee, more than one Person becomes bound hereby in the capacity of CEPM or PostRock, as applicable, (i) any decisions or elections under this Agreement to be made by CEPM or PostRock shall be made and communicated to the other Settling Parties by CEPM or PostRock, as applicable, on behalf of all such party’s transferees (all of which shall be bound thereby), (ii) SEPI shall be entitled to make any payments of money or deliveries of Units after the provisions Signing Date to CEPM, for and on behalf of CEPM and any Permitted Transferees, (iii) references to CEPM and PostRock, as applicable, shall be deemed to refer to CEPM and PostRock, as applicable, and their respective transferees (including Permitted Transferees) collectively and not individually (by way of example, there shall be only one (1) Board Observer under Section 12, notwithstanding that CEPM or any Permitted Transferee may hold Subject Units), and (iv) the Settling Parties shall be entitled to deliver any notices under this Agreement to CEPM or PostRock, as applicable, for and on behalf of such party and all of its respective transferees (including Permitted Transferees). For purposes of this Agreement. , a subsidiary will be considered “wholly owned” by PostRock if PostRock controls the subsidiary and owns, directly or indirectly, at least 95% of the economic and voting interest in such subsidiary. Without the prior written consent of SEPI (cwhich consent shall not be unreasonably withheld, but which may be withheld if the parties cannot agree on any appropriate adjustments that may need to be made to this Agreement to properly account for such sale and its effect on any amounts payable under this Agreement), for so long as CEPM (or any Permitted Transferee) If requested in writing by holds any of the managing underwritersSubject Units, if any, of any Public Offering, each Stockholder agrees PostRock shall not to offer, transfer or sell, contract directly or indirectly, beneficial ownership (including through a sale of an entity that controls CEPM (or such permitted Transferee)) of its interest in CEPM (or such Permitted Transferee) to sell any third party, and shall cause any wholly owned subsidiaries and intermediate entities under PostRock’s control to comply with this Section 6. For the avoidance of 7 doubt, nothing in this Agreement shall restrict or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed be deemed to give SEPI a consent right with respect to said offering(i) any acquisition by any of the White Deer Parties, or any of their respective controlled affiliates or principals of additional shares of PostRock capital stock, or (ii) any change of control of PostRock, whether by merger, acquisition, or otherwise, it being expressly understood that the terms and the Company hereby also so agrees; provided, however, that conditions of this restriction Agreement will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer be affected by any change of Shares which control of PostRock, whether by merger, acquisition, or otherwise. If any successor in any such change of control is permitted by Section 3 of this Stockholders' Agreement not PostRock, PostRock shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees cause any such successor entity to execute a counterpart copy of this Stockholders' Agreement, written instrument (delivered to the other Settling Parties) agreeing to become a party hereto and to abide by, and hold the transferred Shares subject to, be bound by the terms and conditions of this Agreement that are applicable to the transferring Stockholder same extent as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesPostRock.

Prohibited Transfers. (a) Each Stockholder Founder agrees that it or he shall not Transfer any of its or his Shares without the prior written consent of the holders of at least 75% in interest a majority of the Preferred Shares, voting together as a class (without counting the outstanding Common Shares held by such transferring Stockholder) the Founding Members, except as provided for in Section 34.2. (b) Notwithstanding anything to the contrary contained herein, a Stockholder Founder (and any permitted transferee of Founder) may Transfer all of its, his or her Shares: (i) if the stockholder is a limited partnership or a trust, to any member of its Shares the Group of which Founder (or such permitted transferee) is a member; provided, that such transferee shall agree in writing with the Company, -------- prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a corporation, to any member of its Group andGroup; provided, that such transferee shall agree in writing -------- with the case of any stockholder which is Company, prior to and as a partnershipcondition precedent to such Transfer, to a partner be bound by all of the provisions of this Agreement; (iii) to any member of the Family of Founder (or such holderpermitted transferee); provided, or a retired partner of that such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such -------- transferee shall agree in writing with the Company, prior to and as a condition precedent to such transferTransfer, to be bound by all of the provisions of this AgreementAgreement and, provided, further, that the interests in any Family trusts shall -------- ------- be non-transferable; and (iv) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the deceased Founder (or permitted transferee). (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder Founder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company Corporation hereby also so agrees; provided, however, that this restriction will -------- not apply to transfers permitted under Section 3.3(b3.2(b) provided such transferee agrees to be bound by the restriction contained in this Section 4.1(b). Notwithstanding the foregoing, in the event that Founder shall have accepted an offer to purchase Offered Shares (as defined below) which have been offered pursuant to Section 4.2(a), Founder shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the restrictions -------- contained in this Section 4.1(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it Except as permitted under the terms of this Agreement, from the date of the Closing until the earlier of (i) the third anniversary of the Closing and (ii) the IPO (the “Lock-up Period”), and unless pursuant to an Exempt Transfer or he shall not otherwise with the prior written consent of Didi and the Preferred Majority Holders, none of Didi, the Management, the Investors or any of their respective Affiliates shall, directly or indirectly, Transfer any Equity Securities of its the Company held by it to any Person. Upon the consummation of the IPO and without prejudice to any applicable Laws, such Equity Securities shall be subject to customary lock-up periods commencing on the date of the final prospectus to the date specified by the Company and the managing underwriter (and in any event not exceeding 180 days after the closing of the IPO or his Shares such other period prescribed under applicable Laws and the listing regulations of the applicable recognized securities exchange). (b) None of the Shareholders shall, without the prior written consent of the holders of at least 75% in interest Company, directly or indirectly, Transfer any Equity Securities of the Preferred Shares, voting together as a class (without counting the Shares Company now or hereafter held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything it to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this AgreementCompany Competitor. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date None of the registration statement filed with respect to said offeringShareholders shall, and without the prior written consent of Didi, directly or indirectly, Transfer any Equity Securities of the Company hereby also so agrees; provided, however, that this restriction will not apply now or hereafter held by it to transfers permitted under Section 3.3(b)any Didi Competitor. (d) Each Transfer The Company shall cause each employee of Shares which is permitted by Section 3 the Group Companies that holds or acquires Equity Securities of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which any employee incentive schemes adopted by the transferee Company to undertake in writing not to Transfer any such Equity Securities now or hereafter held by him/her to any Person (other than a Stockholder who Permitted Transferee) without the approval of the administrator of such scheme appointed and approved by the Board, or in the event any such Person is already a party Didi Competitor, the prior written consent of Didi. (e) No Investor shall be permitted to this Stockholders' AgreementTransfer any principal amounts outstanding of the Management Loans. (f) agrees Any attempt by any Person to execute a counterpart copy Transfer Equity Securities of the Company in violation of this Stockholders' AgreementArticle V shall be null and void and the Company hereby agrees that it will not effect such a Transfer nor will it register any alleged transferee in the register of members or otherwise treat any alleged transferee as the holder of such Equity Securities of the Company. For the avoidance of doubt, and to abide by, and hold the transferred Shares subject proposed transferees of such Equity Securities not Transferred in compliance with this Agreement shall not be entitled to, directly or indirectly, any right as a Shareholder, including the terms of this Agreement right to nominate any Director. (g) Each party hereto agrees that are applicable to the transferring Stockholder as of the time of it shall not avoid the Transfer and that restrictions set forth in this Article V by selling, transferring or otherwise disposing of its interest in any Person(s) through which it indirectly holds Equity Securities (excluding Transfers to its Permitted Transferees) or issuing any Equity Securities in such Person (unless such Person would have been applicable to be a Permitted Transferee after such transferring Stockholder had the transferring Stockholder retained such transferred Sharessale, transfer, disposition or issuance).

Prohibited Transfers. (a) Each Stockholder agrees that it Except for transfers by the Ordinary Holders to Permitted Transferees as provided in Section 4.6 above, none of the Ordinary Holders or he shall not Transfer any of its or his Shares the Permitted Transferees shall, without the prior written consent of (i) the holders of at least 75% in interest a majority of the Preferred Series A Shares and the Series A-1 Shares, voting together as a class separate class, and (without counting ii) the holders of a majority of the Series B Shares, voting together as a separate class, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions of any Company securities now held by him to any person any time prior to the Qualified IPO; provided that during such period each Existing Shareholder controlled by the Founders may sell, transfer, or otherwise dispose of, up to an aggregate of 10% of the Issued outstanding Ordinary Shares held by such transferring Stockholder) except Existing Shareholder as of the date hereof; provided for in Section 3further, that any such sale, transfer or disposition shall nevertheless be subject to the right of first refusal and co-sale rights of the Preferred Holders and the Ordinary Holders under Sections 4.3, 4.4 and 4.5 above. (b) Notwithstanding anything Any attempt by a party to sell or transfer Restricted Shares or Preferred Shares in violation of this Section 4 shall be void and the contrary contained herein, Company hereby agrees it will not effect such a Stockholder may Transfer all or transfer nor will it treat any of its Shares to a member of its Group and, in alleged transferee as the case of any stockholder which is a partnership, to a partner holder of such holder, or shares without the written consent of holders of a retired partner majority of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this AgreementPreferred Shares. (c) If requested The Investors and their respective affiliates to whom any Preferred Share or Ordinary Share has been duly assigned in writing by the managing underwritersaccordance with this Agreement, if any, of any Public Offering, each Stockholder agrees may not to offer, sell, contract to sell or otherwise dispose transfer part or all of their shares to any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date competitor of the registration statement filed with respect to said offeringCompany. For the purpose of this Section 4.7, a “competitor” of the Company shall mean any entity whose business or product competes directly or indirectly against the Principal Business of the Company, as defined herein, and its subsidiaries (including the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(bSubsidiaries). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Common Stockholder agrees that he, she or it or he shall not Transfer any of its or his Common Shares without the prior written consent of the holders of at least 75% in interest a majority of the Preferred Shares, voting together as a class (without counting outstanding Shares other than the Shares held by such transferring the Transferring Stockholder) , except as provided for in Section 34.2. (b) Notwithstanding anything to the contrary contained herein, a Common Stockholder may Transfer all or any of its Shares his Common Shares: (i) to a any member of its Group andhis Family or to any trust for the exclusive benefit of the Common Stockholder or any member of the Family of the Common Stockholder; provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and provided, further, that, in the case of a trust, the interests in any stockholder which is a partnershipsuch trusts shall be non-transferable, except in compliance with this Agreement, (ii) in the case of Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, to a partner foundation qualified pursuant to Section 501(C)(3) of such holderthe Internal Revenue Code of 1986, as amended, which was organized by ▇▇. ▇▇▇▇▇▇▇▇▇ or a retired partner of such holder who retires after to which ▇▇. ▇▇▇▇▇▇▇▇▇ is the date hereofsole donor, or the estate of any holder who retires after the date hereofprovided, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee foundation shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this AgreementAgreement and provided, further, that the interests in such foundation shall be non-transferable, and (iii) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the deceased Stockholder. (c) If requested in writing by the managing underwriters, if any, of any the initial Public OfferingOffering of the Company's Common Stock, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) 30 days before or one hundred and eighty (180) 180 days after the effective date of the registration statement filed with respect to said offeringPublic Offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b4.1(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees If requested by any underwriter of any offering of securities of the Company registered under the Securities Act, the Purchaser shall not, and shall ensure that its Subsidiaries, Assignees and Covered Affiliates do not, directly or indirectly, sell, offer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, warrant or right to purchase, or otherwise dispose of or transfer, or enter into any swap or other agreement or any arrangement that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership in (any such action, a “Transfer”), any Company Securities held by it or he shall not Transfer any them, during the period consisting of its or his Shares without two (2) Business Days prior to and two (2) Business Days following the prior written consent effective date of a registration statement of the holders of at least 75% Company filed under the Securities Act, except for Company Securities included in interest such registration, provided that if directors and officers of the Preferred SharesCompany holding Common Stock generally are subject to hold back restrictions of shorter duration, voting together as such shorter periods shall apply to the Purchaser and its Subsidiaries, Assignees and Covered Affiliates. If requested, the Purchaser shall enter, and shall ensure that all Subsidiaries, Assignees and Covered Affiliates of the Purchaser holding securities of the Company enter, into a class (without counting lock-up agreement with the Shares held by such transferring Stockholder) except as provided for applicable underwriters that is consistent with the agreement in Section 3the preceding sentence. (b) Subject to Section 3.1(e), the Purchaser shall not, and shall ensure that its Subsidiaries, Assignees and Covered Affiliates do not, directly or indirectly, Transfer Company Securities representing more than 1.0% of all outstanding Common Stock to any of the following: (i) except in accordance with Section 3.3 below, any Person described in Exhibit C (each, a “Potential Competitor”); and (ii) except in accordance with Section 3.3 below, any Person that following such Transfer would (alone or collectively with all Affiliates of such Person) beneficially own more than ten percent (10%) of the outstanding Common Stock. (c) In order to enforce the foregoing covenants, the Company may impose stop transfer instructions with respect to a transfer of Company Securities that is prohibited by this Agreement. (d) Any purported Transfers in violation of this Section 3 shall be null and void. (e) Notwithstanding anything to the contrary contained herein, a Stockholder may nothing in Section 3.1(b) or Section 3.3 shall be deemed to restrict the Transfer all or of Company Securities by the Purchaser (i) to any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, Affiliates or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of by any such partner Affiliate to the Purchaser or retired partner ifany other Affiliate of the Purchaser, with respect to provided, that all such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall Affiliates agree in writing with to the Company, prior to and as a condition precedent to such transfer, reasonable satisfaction of the Company to be bound by all of the provisions of this Agreement. Agreement (ceach, an “Assignee”), (ii) If requested pursuant to any stock repurchase program of the Company, (iii) pursuant to any tender offer, exchange offer, merger, sale of the Company, reclassification, reorganization, recapitalization or other extraordinary transaction in writing by which stockholders of the managing underwritersCompany are offered, if any, permitted or required to participate as holders of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell of the Company Securities or otherwise dispose of any Shares except (iv) as part of such a Public Offering within thirty Distribution (30subject to the lock-up period provided in Section 3.1(a)) days before or one hundred a Rule 144 Transaction. Further, the restrictions contained in Sections 3.1(a), 3.1(b) and eighty (180) days after 3.3 shall terminate and be of no further force and effect upon a Change of Control or in the effective date of the registration statement filed with respect to said offering, and event that a Purchaser Board Designee or Purchaser Board Nominee is no longer serving on the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b)Board. (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it or he The TDT Stockholders shall not Transfer sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose (a "Transfer") of all or -------- any of its or his their Shares without for a period of two years from the prior written consent date hereof. Notwithstanding the foregoing, certain of the holders of at least 75% in interest TDT Stockholders (Lenard J. Berger, James J. Cummiskey and Salvatore F. D'Ambra) shall ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇o ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ this ▇▇▇▇▇▇▇ ▇(▇) ▇▇▇▇ respect to 50,000 Shares owned by them after the first anniversary of the Preferred Sharesdate hereof. The term "dispose" includes but ------- is not limited to, voting together the act of selling, assigning, includes, transferring, pledging, hypothecating, encumbering, mortgaging, giving and any other form of disposing or conveying, whether voluntary or by operation of law, except for, a private sale where the purchaser agrees to be bound by each and all the restrictions in this Agreement as a class (without counting the Shares held by if such transferring purchaser was an original TDT Stockholder) except as provided for in Section 3. (b) Upon the lapse of the two-year term set forth in Section 1(a), Christopher J. Carey and Mary Carey shall Transfer their Shar▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ with ▇▇▇ ▇▇▇▇▇▇ limitations set forth in Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), whether or not such TDT Stockholder is --------------- subject to such volume limitation. (c) Notwithstanding anything to the contrary contained hereinforegoing, a Stockholder the TDT Stockholders may Transfer transfer all or any of its their Shares (i) by way of gift to a any member of its Group and, in their family or to any trust for the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate benefit of any such partner or retired partner iffamily member of the TDT Stockholders, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. Agreement to the same extent as if such transferee were one of TDT Stockholders, or (cii) If requested by will or the laws of descent and distribution, in writing which event each such transferee shall be bound by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date all of the registration statement filed with respect provisions of this Agreement to said offeringthe same extent as if such transferee were one of the TDT Stockholders. As used herein, and the Company hereby also so agrees; providedword "family" shall include any spouse, howeverlineal ancestor or descendant, that this restriction will not apply to transfers permitted under Section 3.3(b)brother or sister. (d) Each Transfer No transfer of Shares which is otherwise permitted by Section 3 this Agreement may be made unless (i) the Shares shall have first been registered under the Securities Act; (ii) the Company shall have first been furnished with an opinion of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement")legal counsel, in a form reasonably satisfactory to the Company and its counselCompany, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as effect that such transfer is exempt from the registration requirements of the time Securities Act; or (iii) such transfer is within the limitations of and in compliance with Rule 144 under the Securities Act. (e) Any transfer or other disposition of Shares in violation of the Transfer restrictions on transfer contained herein shall be null and that would void and shall not entitle TDT Stockholders or any proposed transferee or other person to have been applicable to such transferring Stockholder had any Shares transferred upon the transferring Stockholder retained such transferred Sharesbooks of the Company.

Prohibited Transfers. (a) Each Stockholder agrees Any purported Transfer of an Interest that it is not a Permitted Transfer or he that is not consented to by the other Member pursuant to Section 10.1 shall be null and void and of no force or effect whatever; provided that, if the Company is required under mandatory statutory provisions or judicial order to recognize a Transfer that is not a Permitted Transfer (or if the Company, in its sole discretion, elects to recognize a Transfer that is not a Permitted Transfer), the Interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this AGRINOMICS LLC 41 Limited Liability Company Agreement Agreement with respect to the transferred Interest, which allocations and distributions may be applied (without limiting any other legal or equity rights of the Company) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Interest may have to the Company, and the transferee shall, to the fullest extent permitted by law, have no right to receive any information or accounting of the affairs of the Company, shall not Transfer be entitled to inspect the books or records of the Company, and shall not have any of its the rights of a Member under the Act or his Shares without this Agreement. Accordingly, to the prior written consent of fullest extent permitted by law, the holders of at least 75% in interest of transferee shall have no authority to act for or to bind the Preferred SharesCompany, voting together to inspect the Company's books, to vote as a class Member under this Agreement, or otherwise to be treated as a Member. In such case, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the nontransferring Member from all cost, liability and damage that any of such indemnified parties may incur (including, without counting limitation, incremental tax liabilities, reasonable lawyers' fees and expenses) as a direct result of such Transfer or attempted Transfer and efforts to enforce the Shares held by such transferring Stockholder) except as provided for in Section 3indemnity granted hereby. (b) Notwithstanding anything Any Person who acquires an Interest, including the transferee in a Permitted Transfer, and who is not admitted as a substituted Member pursuant to Section 10.3 (a "Non-Admitted Member"), shall, to the contrary contained hereinfullest extent permitted by law, a Stockholder may Transfer all or any of its Shares be entitled only to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, allocations and distributions with respect to such Transfer by a partnership, such Transfer is made acquired Interest in accordance with this Agreement and shall have no right of any information or accounting of the partnership agreement affairs of such partnership provided that any such transferee shall agree in writing with the Company, prior shall not be entitled to and as a condition precedent to such transfer, to be bound by all inspect the books or records of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counselshall not have any of the rights of a Member under the Act or this Agreement. Accordingly, pursuant the assignee, to which the transferee (other than fullest extent permitted by law, shall have no authority to act for or bind the Company, to inspect the Company's books, to vote as a Stockholder who is already a party to Member under this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and or otherwise to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder be treated as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Sharesa Member.

Prohibited Transfers. (aA) Each Stockholder agrees that it Except as otherwise provided in this Agreement and the Bylaws, each Holder will not sell, assign, transfer, pledge, hypothecate or he otherwise encumber or dispose of in any way, all of any part of any interest in the Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Equity Securities not made in conformance with this Agreement (including, without limitation, Sections 2(b) and 2(c) hereof) and the Bylaws shall be null and void, shall not Transfer any of its or his Shares without be recorded on the prior written consent books of the holders of at least 75% in interest of Company and shall not be recognized by the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3Company. (bB) Notwithstanding anything to In the contrary contained hereinevent any Holder should Transfer any Equity Securities in contravention of the co-sale rights under Section 2(b) or Section 2(c), a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to applicable (each such transfer, a “Prohibited Transfer”, and each such Holder, the “Transferor”), the other Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below under subsection (c), and the Transferor shall be bound by all of the applicable provisions of this Agreementsuch option. (cC) If requested In the event of a Prohibited Transfer, each other Holder shall have the right to sell to the Transferor the type and number of shares of Equity Securities equal to the number of shares each such Holder would have been entitled to transfer to the third-party transferee(s) under Section 2(b) or Section 2(c) hereof, as applicable, had the Prohibited Transfer been effected pursuant to and in writing compliance with the terms hereof Such sale shall be made on the following terms and conditions: (1) The price per share at which the shares are to be sold to the Transferor shall be equal to the price per share paid by the managing underwritersthird-party transferee(s) to the Transferor in the Prohibited Transfer. The Transferor shall also reimburse each other Holder for any and all fees and expenses, if anyincluding legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of any Public Offeringeach such Holder’s rights under Section 2(b) or Section 2(c), each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty applicable. (302) days before or one hundred and eighty Within ninety (18090) days after the effective date later of the registration statement filed with respect date on which such other Holder (x) receives notice of the Prohibited Transfer or (y) otherwise becomes aware of the Prohibited Transfer, each such Holder shall, if exercising the option created hereby, deliver to said offeringthe Transferor the certificate or certificates representing shares to be sold, and the Company hereby also so agrees; provided, however, that this restriction will not apply each certificate to transfers permitted under Section 3.3(b)be properly endorsed for transfer. (d3) Each Transfer The Transferor shall, upon receipt of Shares which is permitted the certificate or certificates for the shares to be sold by Section 3 such other Holder pursuant to this subsection 2(d)(iv), pay the aggregate purchase price therefor and the amount of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"reimbursable fees and expenses, as specified in subsection 2(d)(iv)(C)(1), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (cash or by other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable means acceptable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesHolder.

Prohibited Transfers. Tenant shall not, by operation of law or -------------------- otherwise, (a) Each Stockholder agrees that it assign, transfer, mortgage, pledge, hypothecate or he shall not Transfer otherwise encumber this Lease, the Premises or any part of its or his Shares interest in this Lease or the Premises, (b) grant any concession or license within the Premises, (c) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (d) permit any other party to occupy or use all or any part of the Premises (collectively, a "Transfer"), without the prior written consent of -------- Landlord, such consent not to be unreasonably withheld or delayed. This prohibition against a Transfer includes, without limitation, (i) any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant's corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any federal or state bankruptcy, insolvency, or other proceedings; (iii) the holders sale, assignment or transfer of at least 75% in interest all or substantially all of the Preferred Sharesassets of Tenant, voting together as with or without specific assignment of this Lease; (iv) the change in control in a class partnership; or (without counting the Shares held by such transferring Stockholderv) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any conversion of its Shares Tenant to a member of its Group and, in the case of any stockholder which is a partnership, limited liability entity. If Tenant converts to a partner limited liability entity without obtaining the prior written consent of such holderLandlord: (i) the conversion shall be null and void for purposes of the Lease, or including the determination, of all obligations and liabilities of Tenant and its partners to Landlord; (ii) all partners of Tenant immediately prior to its conversion to a retired partner limited liability entity shall be fully liable, jointly and severally, for obligations of such holder who retires Tenant accruing under this Lease pre-conversion and post-conversion, and all members and other equity holders in Tenant post-conversion shall be fully liable for all obligations and liabilities of Tenant accruing under the Lease after the date hereof, such members and other equity holders are admitted to the limited liability entity as if such person or the estate of any holder who retires after the date hereof, or the estate of any such entity had become a general partner or retired partner if, with respect to such Transfer by in a partnership; and (iii) Landlord shall have the option of declaring Tenant in default under this Lease. If Tenant requests Landlord's consent to any Transfer, such Transfer is made in accordance then Tenant shall provide Landlord with the partnership agreement a written description of such partnership provided that any such transferee shall agree in writing with the Company, prior to all terms and as a condition precedent to such transfer, to be bound by all conditions of the provisions of this Agreement. (c) If requested in writing by the managing underwritersproposed Transfer, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date copies of the registration statement filed with respect to said offeringproposed documentation, and the Company hereby also so agreesfollowing information about the proposed transferee: name and address; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to information about its business and business history; its proposed use of the Company and its counsel, pursuant to which the transferee (other than Premises; a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreementthe proposed sublease or assignment agreement; banking, financial and other credit information; and general references sufficient to abide by, and hold enable Landlord to determine the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.proposed transferee's

Prohibited Transfers. (a) Each Stockholder agrees Any purported Transfer of a Unit that it is not a Permitted Transfer, or he that is not otherwise made in accordance with this Section 8, will be null and void and of no effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer, the Interest transferred will be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Units may have to the Company and neither the transferee nor the transferor will have any rights as to the management of the Company with respect to such transferred Units; provided, further, that the Company shall not Transfer any have the option to purchase such transferred or purportedly transferred Units from the transferee by delivering written notice of its intention to purchase such Units to the transferee at any time within ninety (90) Business Days after the Company has knowledge of a Transfer that is not a Permitted Transfer, to the extent permitted by law. The Company may assign all or his Shares without the prior written consent part of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by its right to purchase such transferring Stockholder) except transferee's Units as provided in the foregoing sentence to the non-transferring Members on a pro rata basis or such other basis as such Members agree, provided that the entire Interest of such transferee is purchased by the Company or its Member assignees. The purchase price and terms of sale for such Units shall be determined in accordance with Section 311 hereof. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in In the case of any stockholder which a Transfer or attempted Transfer of a Unit that is not a partnershipPermitted Transfer, the parties engaging or attempting to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to engage in such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior will be liable to indemnify and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to hold harmless the Company and its counselthe other Members from all costs, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreementliability, and to abide bydamage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and hold the transferred Shares subject to, the terms attorneys' fees and expenses) as a result of this Agreement that are applicable to the transferring Stockholder as of the time of the such Transfer or attempted Transfer and that would have been applicable efforts to such transferring Stockholder had enforce the transferring Stockholder retained such transferred Sharesindemnity granted hereby.

Prohibited Transfers. (a) Each Stockholder agrees that it Except as otherwise provided in this Agreement, each Shareholder will not Transfer in any way, all of any part of or he any interest in the Equity Securities. Any Transfer of Equity Securities not made in conformance with this Agreement shall be null and void and shall not Transfer any of its or his Shares without be recognized by the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3Company. (b) Notwithstanding anything From the date hereof and until the date that is the third (3rd) anniversary of the closing of the Initial Offering, (a) the Company and its Subsidiaries shall not, directly or indirectly, issue or Transfer any Company Securities to the contrary contained hereinPriceline Group, and (b) each Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly, Transfer any Company Securities to the Priceline Group; provided that nothing herein shall restrict the right of the Company, its Subsidiaries, a Stockholder may Transfer all Shareholder or any its Affiliates to sell shares of its Ordinary Shares to a member of its Group and, in after the case of any stockholder which is a partnershipInitial Offering, to a partner of the extent that such holdersale is made through an offering registered with the Securities and Exchange Commission, or a retired partner of such holder who retires after broker, dealer or market maker on a securities exchange or in the date hereofover-the-counter market, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with so long as the Company, prior to and as a condition precedent to such transferShareholder or such Affiliates have no knowledge that the Priceline Group is the buyer in such sale; provided, to be bound by all of further, the provisions of this Section 2.5(b) shall cease to be of any force or effect if the Expedia Lodging Outsourcing Agreement is validly terminated in accordance with its terms, unless the Expedia Lodging Outsourcing Agreement is validly terminated by Expedia pursuant to Section 11.2.3(b) or (e) thereof (in which case this Section 2.5(b) shall remain in effect until the earliest to occur of (i) the third (3rd) anniversary of the closing of the Initial Offering; (ii) the seventh (7th) anniversary of the date of the Expedia Lodging Outsourcing Agreement if all amounts payable in accordance with Section 11.2.2(c) of the Expedia Lodging Outsourcing Agreement have been paid to Expedia; (iii) the Expedia Shareholder selling any of the Expedia Put Shares in a manner that would give rise to the right of the Company to terminate the Expedia Lodging Outsourcing Agreement if such agreement were still in effect; and (iv) a material and uncured breach by the Expedia Shareholder of Section 3.14 of the Investors’ Rights Agreement). (c) If requested In the event a Shareholder should sell any Equity Securities in writing contravention of the co-sale rights of the Holders under Section 2.2 (a “Prohibited Transfer”), the Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below under Section 2.2(d), and such Shareholder shall be bound by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part applicable provisions of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b)option. (d) Each In the event of a Prohibited Transfer, each Holder shall have the right to sell to such Shareholder the type and number of shares of Equity Securities equal to the number of shares each Holder would have been entitled to transfer to the third-party transferee(s) under Section 2.2 hereof had the Prohibited Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to such Shareholder shall be equal to the price per share paid by written agreement the third-party transferee(s) to such Shareholder in the Prohibited Transfer. The Shareholder shall also reimburse each Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Holder’s rights under Section 2.2. (ii) Within ninety (90) days after the "later of the date on which the Holder (A) receives notice of the Prohibited Transfer Agreement"or (B) otherwise becomes aware of the Prohibited Transfer, each Holder shall, if exercising the option created hereby, deliver to such Shareholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) Such Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by a Holder pursuant to this Section 2.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 2.5(d)(i), in a form reasonably satisfactory cash or by other means acceptable to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesHolder.

Prohibited Transfers. (a) Each Stockholder agrees Any purported Transfer of a Unit that it is not a Permitted Transfer, and that is not made pursuant to this Article VII, will be null and void and of no effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not permitted pursuant to this Article VII, the Unit transferred will be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Unit, which allocations and distributions may be applied (without limiting any other legal or he shall not Transfer any of its or his Shares without the prior written consent equitable rights of the holders Company) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of at least 75% in interest such Units may have to the Company and neither the transferee nor the transferor will have any rights as to the management of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, Company with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agreestransferred Units; provided, however, that the Company shall have the option to purchase, subject to approval by the holders of Class A Units as contemplated hereby, such transferred or purportedly transferred Units from the transferee by delivering written notice of its intention to purchase such Units to the transferee at any time within one (1) year after the Company has knowledge of a Transfer that is not permitted pursuant to this restriction will Article VII, to the extent permitted by law. The Company may assign all or part of its right to purchase such transferee’s Units as provided in the foregoing sentence to the non-transferring Members on a pro rata basis or such other basis as such Members agree, provided that all of the Units held by such transferee is purchased by the Company or its Member assignees. The purchase price shall be an amount equal to the price determined in accordance with Section 6.11 hereof (if applicable) or (if Section 7.4 is not apply to transfers permitted under applicable) the book value of such Units as determined in accordance with GAAP, and the terms of sale for such Units shall be determined in accordance with Section 3.3(b)6.11 hereof (if applicable) or otherwise by the Board of Managers. (db) Each In the case of a Transfer or attempted Transfer of Shares which a Unit that is not permitted by Section 3 of pursuant to this Stockholders' Agreement shall Article VII, the parties engaging or attempting to engage in such Transfer will be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory liable to indemnify and hold harmless the Company and its counselthe other Members from all costs, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreementliability, and to abide bydamage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and hold the transferred Shares subject to, the terms attorneys’ fees and expenses) as a result of this Agreement that are applicable to the transferring Stockholder as of the time of the such Transfer or attempted Transfer and that would have been applicable efforts to such transferring Stockholder had enforce the transferring Stockholder retained such transferred Sharesindemnity granted hereby.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer any Notwithstanding anything to the contrary herein, except for transfers by the Selling Shareholders to Permitted Transferees as provided in Section 4.6 above, none of its or his Shares the Founder Parties and their Permitted Transferees shall, without the prior written consent of the holders Preferred Majority, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose of at least 75% in interest through one or a series of transactions any of the Preferred Shares, voting together as a class (without counting the Shares Company’s securities now held by such transferring Stockholder) except as provided for it or him, or any equity interest in Section 3any Group Company other than the Company, to any person on or prior to a Qualified Public Offering. (b) Notwithstanding anything At the time of the Qualified Public Offering, the Founder Parties shall covenant to the contrary contained herein, a Stockholder may Transfer all or any comply with relevant laws and regulations of its Shares to a member place of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, listing with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all restriction of the provisions transferring of this Agreementshares held by such Founder Parties or the requirement for reduction of shares held by such Founder Parties. (c) If requested in writing Any attempt by the managing underwriters, if any, a holder of any Public Offering, each Stockholder agrees not to offer, sell, contract Restricted Shares to sell or otherwise dispose of transfer any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, Company’s securities or any equity interests in any Group Company other than the Company in violation of this Section 4 shall be void and the Company hereby also so agrees; provided, however, that this restriction agrees it will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer effect such a transfer nor will it treat any alleged transferee as the holder of Shares which is permitted by Section 3 such securities of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant or the holder of such equity interests in such Group Company without the prior written consent of the Preferred Majority. To the extent that any Selling Shareholder sells any Offered Shares to which any prospective purchaser in violation of the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject toco-sale right hereunder, the terms Preferred Holder shall have the right to force the Selling Shareholder to purchase from such Preferred Holder such number of this Agreement that are applicable to shares or other securities not exceeding the transferring Stockholder as Co-Sale Pro Rata Portion of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesPreferred Holder.

Prohibited Transfers. (a) Each In the event of any purported or actual sale or transfer (including, without limitation, the entering into of any agreement, arrangement or understanding to sell) of Co-Sale Shares by any ▇▇▇▇▇▇ Stockholder in contravention of the co-sale rights of the Purchasers hereunder (a "Prohibited Transfer"), the Purchasers shall have, in addition ------------------- to all other rights, powers or remedies available at law, in equity, under this Agreement or any other Investment Document or under Applicable Law, the right to exercise the Prohibited Transfer Put (as such term is defined below), and such ▇▇▇▇▇▇ Stockholder agrees that it or he shall not be bound by the applicable provisions hereof, to purchase from each Purchaser that number of Shares that such Purchaser would have been entitled to sell under Section ------- 3.4, had the Prohibited Transfer any been effected in accordance and in --- compliance with the terms of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3.3.1 through Section 3.7. ----------- ----------- (b) Notwithstanding anything to In the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case event of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Prohibited Transfer by a partnership▇▇▇▇▇▇ Stockholder: (i) The Company shall, upon the request of a Purchaser, instruct its transfer agent not to enter such Prohibited Transfer is made on its ownership ledger or other similar records; and (ii) Each Purchaser may exercise a right (the "Prohibited Transfer Put") to require such ▇▇▇▇▇▇ Stockholder to ----------------------- purchase the Shares that such Purchaser would have been entitled to sell to the purchaser under this Section 3 had the Prohibited Transfer been effected --------- pursuant to and in accordance compliance with the partnership agreement of such partnership provided that any such transferee terms hereof. The Prohibited Transfer Put shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. expire ninety (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (18090) days after the effective date such Purchaser becomes aware of the registration statement filed with respect to said offering, and the Company hereby also so agreesProhibited Transfer; provided, however, that if the Prohibited Transfer Put -------- ------- has been exercised by such Purchaser it shall not expire until after payment has been made in full as required hereunder. If such Purchaser exercises the Prohibited Transfer Put, the sale thereunder shall be made on the following terms and conditions: (A) The price at which such Shares are to be sold to such ▇▇▇▇▇▇ Stockholder shall be equal to the price that a Purchaser would have received for such Shares if the Prohibited Transfer had been conducted pursuant to this restriction will not apply Section 3. Such ▇▇▇▇▇▇ --------- Stockholder shall also reimburse such Purchaser for any and all 11- fees and expenses, including attorneys, accountants and other expenses, incurred pursuant to transfers permitted the exercise or attempted exercise of such Purchaser's rights under Section 3.3(b3; --------- (B) Such ▇▇▇▇▇▇ Stockholder shall, within one (1) day after receipt of notice from such Purchaser of its intent to exercise the Prohibited Transfer Put, pay to such Purchaser the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 3.8(b)(ii)(A), by wire transfer in --------------------- immediately available funds; and (C) If the Prohibited Transfer Put covers less than all of the Shares held by a Purchaser, within five (5) days after such Purchaser exercises the Prohibited Transfer Put, the Company shall exchange such Purchaser's Shares for two certificates of like tenor representing in total the Shares and deliver the certificate representing the Shares sold pursuant to the Prohibited Transfer Put to such ▇▇▇▇▇▇ Stockholder and deliver the other certificates for the remaining Shares to such Purchaser. (dD) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (Notwithstanding the "Transfer Agreement")foregoing, in a form reasonably satisfactory to the Company and its counsel, pursuant to which agrees that it will not effect a Prohibited Transfer nor will it treat any alleged transferee as the transferee holder of such Co-Sale Shares until the earlier of (other than a Stockholder who is already a party to this Stockholders' Agreementi) agrees to execute a counterpart copy of this Stockholders' Agreementthe exercise of, and to abide by, and hold the transferred Shares subject payment in full with respect to, the terms of this Agreement that are applicable to Prohibited Transfer Put and (ii) the transferring Stockholder as expiration of the time Prohibited Transfer Put, or until the Company obtains the prior written consent of a Majority in Interest of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesPurchasers.

Prohibited Transfers. (a) Each Stockholder agrees that it No Investor or he shall not Transfer his, her or its Permitted Transferee may transfer any or all of his, her or its Securities (or his Shares without the prior written consent any other securities of the holders of at least 75% in interest Company, CFSL Acquisition or any other Subsidiary of the Preferred SharesCompany) in any manner that is prohibited by this Agreement. In order for any transfer to be valid hereunder, voting together any transferee of Securities must agree in writing to be bound by the obligations of this Agreement applicable to the transferring Investor or his, her or its Permitted Transferee, as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3case may be. (b) Notwithstanding anything In the event any Lightyear Stockholder or its Permitted Transferee transfers any securities in contravention of the co-sale rights of the Investors under Section 5 of this Agreement (a "Prohibited Transfer"), the Investors, in addition to such other remedies as may be available at law, in equity, under the Company Certificate of Incorporation or the Acquisition Certificate of Incorporation (as the case may be, and as such documents may be amended from time to time in accordance with the terms of this Agreement) or hereunder, will have the option provided in clause (c) below, and such Lightyear Stockholder will be bound by the applicable provisions of such option. (c) In the event of a Prohibited Transfer, each Investor will have the right to sell to the contrary contained hereinLightyear Stockholder (or its Permitted Transferee, a as the case may be), and the Lightyear Stockholder (or its Permitted Transferee, as the case may be) will be obligated to purchase from such Investor, the amount and type of securities that such Investor would have been entitled to transfer to the purchaser in the Prohibited Transfer all under Section 5 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of this Agreement. Such sale will be made on the following terms and conditions: (i) the price per share at which the applicable class of securities are to be sold to the Lightyear Stockholder (or any its Permitted Transferee, as the case may be) will be equal to the price per share paid by the purchaser to the Lightyear Stockholder in the Prohibited Transfer, and the other terms and conditions of the two sales shall be identical (provided, however, that the Lightyear Stockholder (or its Shares Permitted Transferee, as the case may be) shall take such actions as shall be necessary so that the applicable Investor may receive such consideration); (ii) within ninety (90) days after the later of the dates on which an Investor (A) receives notice of the Prohibited Transfer or (B) otherwise becomes aware of the Prohibited Transfer, each Investor will, if exercising the put option created hereby, deliver to a member the applicable Lightyear Stockholder (or its Permitted Transferee, as the case may be) the certificate or certificates representing the Securities to be sold, each such certificate to be properly endorsed for transfer; and (iii) the Lightyear Stockholder will, upon receipt of its Group andthe certificate or certificates for the shares to be sold by an Investor pursuant to this Section 7(c)(iii), pay the aggregate purchase price therefor, as specified in Section 7(c)(i), in cash or by other means acceptable to the Investor, provided, however, that if, in the case of any stockholder which is CDP or its Permitted Transferee, the consideration to be received would result in a partnershipCaisse Stockholder holding an equity interest of the type described in clause (i) or (ii) of Section 2(d), then CDP or such Permitted Transferee shall be entitled to a partner receive such consideration in cash, in an amount equal to the fair market value of such holderconsideration. (i) The Company and CFSL Acquisition will not, or a retired partner and will cause CFS and all other Subsidiaries of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfernot to, to be bound by all (A) permit any transfer on its books of any securities which have been sold or transferred in violation of any of the provisions set forth in this Agreement or (B) treat as the owner of such securities, or accord the right to vote as an owner or pay dividends to any transferee to whom such securities have been sold in violation of any of the provisions set forth in this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder In the event of any sale or purported sale (including, without limitation, the entering into of any agreement, arrangement or understanding to sell) of Co-Sale Shares by any Principal Shareholder in contravention of the co-sale rights of LLCP hereunder (a "Prohibited Transfer"), LLCP shall have, in addition to all other rights, powers or remedies available at law, in equity, under this Agreement or any other Investment Document or under Applicable Law, the right to exercise the Prohibited Transfer Put (as such term is defined below), and such Principal Shareholder agrees that it or he shall not Transfer any of its or his Shares without be bound by the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3applicable provisions hereof. (b) Notwithstanding anything to In the contrary contained herein, event of a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Prohibited Transfer by a partnershipPrincipal Shareholder: (i) The Company shall, upon the request of LLCP, instruct the Company's transfer agent not to enter such Prohibited Transfer is made on the stock ledger or other similar records of the Company; and (ii) LLCP may exercise a right (the "Prohibited Transfer Put") to require such Principal Shareholder to purchase a number of shares of Common Stock equal to the number of shares LLCP would have been entitled to sell to the purchaser under Section 3.2 had the Prohibited Transfer been effected pursuant to and in accordance compliance with the partnership agreement of such partnership provided that any such transferee terms hereof. Such sale shall agree in writing with be made on the Company, prior following terms and conditions: (A) The price per share at which shares are to and as a condition precedent be sold to such transferPrincipal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse LLCP for any and all fees and expenses, including attorneys, accountants and other expenses, incurred pursuant to be bound by all the exercise or attempted exercise of the provisions of this Agreement.LLCP's rights under Section 3; (cB) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within Within thirty (30) days before or one hundred and eighty (180) days after the effective date later of the registration statement filed with respect dates on which LLCP (x) received notice of the Prohibited Transfer or (y) otherwise became aware of the Prohibited Transfer, LLCP shall, if exercising the Prohibited Transfer Put, deliver to said offeringsuch Principal Shareholder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer; (C) Such Principal Shareholder shall, upon receipt of the certificate or certificates representing the shares to be sold by LLCP, pay to LLCP the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 3.9(b)(i), by wire transfer in immediately available funds; and (D) Notwithstanding the foregoing, any attempt by such Principal Shareholder to transfer any Co-Sale Shares in violation of Section 3 shall be void and the Company hereby also so agrees; provided, however, agrees that this restriction it will not apply to transfers permitted under Section 3.3(b)effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of LLCP. (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer any of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder CMCC (and any permitted transferee of CMCC) may Transfer all of its, his or her Shares: (i) if the stockholder is a limited partnership or a trust, to any of its Shares to a member of its the Group and, in the case of any stockholder which CMCC (or such permitted transferee) is a partnershipmember; provided, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Corporation, -------- prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a corporation, to any member of its Group; provided, that such transferee shall agree in writing -------- with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) if the transferor is any such permitted transferee of CMCC, to any member of the Family of such permitted transferee; provided, that such new transferee shall agree in writing -------- with the Company, prior to and as a condition precedent to such transferTransfer, to be bound by all of the provisions of this AgreementAgreement and, provided, further, that -------- ------- the interests in any Family trusts shall be non-transferable; and (iv) if the transferor is any such permitted transferee of CMCC, by will or the laws of descent and distribution, in which event each such new transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were sick (or permitted transferee). (cb) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder CMCC agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company Corporation hereby also so agrees; provided, however, that this restriction will -------- ------- not apply to transfers permitted under Section 3.3(b4.1(a) provided such transferee agrees to be bound by the restriction contained in this Section 4.1(b). Notwithstanding the foregoing, in the event that CMCC shall have accepted an offer to purchase Offered Shares (as defined below) which have been offered pursuant to Section 4.2(a), CMCC shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the restrictions -------- contained in this Section 4.1(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer any of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained hereinin this Agreement, a Stockholder no Holder may Transfer all or any of its Shares to any Person, and no Person who is the registered or beneficial owner of shares of a member Permitted Corporation that is a Holder may Transfer any shares of its Group andthat Permitted Corporation if: (a) following the completion of such Transfer, the aggregate number of votes attaching to the MVS held, directly or indirectly, by the Parties would be less than 55% of the aggregate number of votes attaching to all of the shares of the Corporation that may be cast at any general meeting of the shareholders of the Corporation, as determined by the Family Representatives, and for such purpose the aggregate number of votes attaching to all of the shares of the Corporation that may be cast at any general meeting of the shareholders of the Corporation shall be determined on a fully diluted basis on the assumption that all outstanding options and other rights to acquire shares that have been granted by the Corporation had been exercised, all securities or obligations issued by the Corporation that are convertible into Shares had been converted into Shares and all outstanding NVS or other securities of the Corporation that are convertible into Shares to which votes are attached have been converted; provided that this Section 8.4(a) shall not apply to prohibit an En Bloc Sale or a sale pursuant to a Take-over Offer or a Replacement Offer, in the each case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions terms of this Agreement.; (b) such Person is a Competitor that is Materially Competitive with the Corporation or any of its Subsidiaries, as determined by the Family Representatives, provided that this Section 8.4(b) shall not apply to a Public Sale or an En Bloc Sale or a sale through the facilities of a stock exchange pursuant to Section 13.1 or a sale pursuant to a Take-over Offer or a Replacement Offer, in each case made in accordance with the terms of this Agreement; (c) If requested such Transfer would result in writing by such Holder or the managing underwriters, if any, Person effecting such Transfer being in a breach of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date Section 1 of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b).applicable Coattail Agreement; (d) Each such Transfer would cause the Corporation to be in breach of Shares which is permitted any Laws affecting the Corporation, or would result in any newspaper published or produced by Section 3 the Corporation or by any of this Stockholders' Agreement shall be its Newspaper Subsidiaries not being a “Canadian newspaper” for the purposes of the Tax Act; or (e) in the case of a Transfer by written agreement (such Holder of SVS resulting from the "Transfer Agreement")conversion of MVS, in a form reasonably satisfactory his capacity as an Offeror pursuant to Section 12.1, such Holder or any Person not dealing at Arm’s Length with such Holder, has or will receive directly or indirectly any Collateral Benefit that will not be made available to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesOfferees.

Prohibited Transfers. (a) Each The Stockholder agrees that it shall not, during any month, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or he shall not Transfer any otherwise dispose of its or his Shares without the prior written consent more than ten percent (10%) of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by the Stockholder at the beginning of such transferring Stockholder) except month during the Term, as provided for defined in Section 33 hereof. The term "dispose" includes, but is not limited to, the act of selling, assigning, transferring, pledging, hypothecating, encumbering, mortgaging, giving and any other form of disposing or conveying, whether voluntary or by operation of law. Any Algiers Common Stock acquired by Stockholder in the open market after the date hereof will not be Lock-Up Shares (as defined below) and will not be subject to the provisions of this Section 2. For purposes of this Agreement, Lock-Up Shares shall mean the Shares not disposed of by the Stockholder during any month which exceeds more than ten percent (10%) of the shares held by the Stockholder during such month during the Term, as defined in Section 3 hereof. For so long as this Agreement is in effect, all Lock-Up Shares shall be subject to the prohibitions on transfer contained in this Section 2. (b) Notwithstanding anything to the contrary contained hereinforegoing, a the Stockholder may Transfer transfer all or any of its his Shares (i) by way of gift to a any member of its Group and, in the case of Stockholder's family or to any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after trust for the date hereof, or the estate of any holder who retires after the date hereof, or the estate benefit of any such partner family member or retired partner ifthe Stockholder, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the CompanyAlgiers, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this AgreementAgreement to the same extent as if such transferee were the Stockholder, or (ii) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the Stockholder, or (iii) if such Stockholder is a corporation, trust, partnership, limited liability company or similar entity, to its stockholders, beneficiaries, partners or members, as the case may be, provided that any such transferee shall agree in writing with Algiers, as a condition to such transfer, to be bound by all of the provisions of this Agreement to the same extent as if such transferee were the Stockholder. As used herein, the word "family" shall include any spouse, lineal ancestor or descendant, brother or sister. (c) If requested No transfer of Shares otherwise permitted by this Agreement may be made unless such transfer is within the limitations of and in writing by compliance with Rule 144 under the managing underwritersSecurities Act of 1933, if anyas amended (the "Securities Act") to the extent the Stockholder is an affiliate, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after unless the effective date transfer of the registration statement filed with respect to said offering, and Shares has been registered under the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b)Securities Act. (d) Each Transfer Any transfer or other disposition of Shares which is permitted by Section 3 in violation of this Stockholders' Agreement the restrictions on transfer contained herein shall be by written agreement (null and void and shall not entitle the "Transfer Agreement"), in a form reasonably satisfactory Stockholder or any proposed transferee or other person to have any Shares transferred upon the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy books of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesAlgiers.

Prohibited Transfers. (a) Each No Stockholder agrees that it shall, directly or he shall not Transfer indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose (either voluntarily or by operation of law or otherwise) of all or any of its or his Shares without (or any interest therein or any option, warrant or other right with respect thereto) (collectively, a “Transfer”), except in compliance with the prior written consent terms of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3this Agreement. (b) Notwithstanding anything to the contrary contained hereinin this Agreement and subject to Section 2(d) below, (i) any Stockholder may Transfer, without the necessity of prior approval of the Board of Directors, all or any of his Shares by way of gift to his spouse (other than a Transfer in connection with marital divorce or separation proceedings), to any of his lineal descendants, ancestors or siblings, or to any trust for the benefit of any one or more of such Stockholders, his spouse or his lineal descendants, ancestors or siblings, provided that solely in the case of a grantor retained annuity trust (a “GRAT”) upon any termination thereof the Shares may be transferred to the beneficiaries thereof and provided that with respect to any such Transfer under this clause (i) such Stockholder retains, as trustee, by irrevocable proxy or by some other means, the sole authority to vote such Shares; (ii) any Stockholder may Transfer all or any of his Shares by will or the laws of descent and distribution; (iii) any Stockholder may make a Transfer to the Company or to transferee designated by the Company pursuant to a vesting or repurchase agreement entered into between the Company and such Stockholder, and (iv) any Stockholder may Transfer all or any part of its Shares to a member of its Group andAffiliates; provided, in the case of any stockholder which is a partnershiphowever, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee (other than the Company) (a “Permitted Transferee”) under clauses (i), (ii), (iii) or (iv) shall agree in writing with the CompanyCompany and the Stockholders, prior to and as a condition precedent to such transferTransfer, to be bound by all of the provisions of this AgreementAgreement to the same extent as if such transferee were the Stockholder transferring such Shares. (c) If requested Notwithstanding anything to the contrary contained in writing by the managing underwritersthis Agreement and subject to Section 2(d) below, if any, any Stockholder may Transfer all or any portion of any Public Offering, each Stockholder agrees not his Shares to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b)another Stockholder. (d) Each Notwithstanding anything to the contrary contained in this Agreement, no Stockholder other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ may Transfer (including without limitation an Involuntary Transfer (as hereinafter defined)) shares of Shares which Class A Common Stock under this Agreement or otherwise to a Person that is permitted by Section 3 not then a holder of this Stockholders' Agreement Class A Common Stock, except for Transfers to the Company. It shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory condition to the Company and its counsel, pursuant effectiveness of any Transfer not expressly permitted herein that prior thereto such shares of Class A Common Stock shall be converted to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy shares of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesClass B Common Stock.

Prohibited Transfers. (ai) Each Stockholder agrees that it or he shall not Transfer any of its or his Shares without the prior written consent In furtherance of the holders of at least 75% in interest of the Preferred Sharesforegoing, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all any duly appointed transfer agent for the registration or transfer of the provisions securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement. (cii) If requested Each of the Securityholders party hereto agrees that, in writing addition to any legend imposed by applicable securities laws, the managing underwritersLock-up Shares that are not also Vesting Shares shall, if anyconcurrently with the Closing, of any Public Offering, each Stockholder agrees not have the restrictive legend (and stop transfer orders shall be placed against the transfer thereof with the Company’s transfer agent) affixed to offer, sell, contract to sell or otherwise dispose of any Shares except them as part of such Public Offering within thirty set forth below (30) days before or one hundred and eighty (180) days after the effective date Lock-up Shares are no longer subject to restrictions on transfer, the Company shall upon the request of the registration statement filed with respect to said offeringholder thereof have the following legend removed: THE SECURITIES EVIDENCED HEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS, and the Company hereby also so agrees; providedIN EACH CASE, howeverAS SET FORTH IN THE LOCK-UP AND VESTING AGREEMENT, that this restriction will not apply to transfers permitted under Section 3.3(b)DATED AS OF [•], BY AND AMONG [•] AND THE OTHER PARTIES’ SIGNATORIES THERETO AND MAY NOT BE TRANSFERRED WITHOUT THE EXPRESS INSTRUCTION OF THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (diii) Each Transfer of the Securityholders party hereto agrees that, in addition to any legend imposed by applicable securities laws, the Vesting Shares which is permitted by Section 3 of this Stockholders' Agreement shall, concurrently with the Closing, have the restrictive legend (and stop transfer orders shall be by written agreement placed against the transfer thereof with the Company’s transfer agent) affixed to them as set forth below (and after the "Transfer Agreement")Vesting Shares are no longer subject to forfeiture, in a form reasonably satisfactory to the Company and its counsel, pursuant to which shall upon the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as request of the time of holder thereof have the Transfer and that would following legend removed and, if they are Lock-up Shares, have been applicable the restrictive legend in clause (ii) affixed to such transferring Stockholder had the transferring Stockholder retained such transferred Sharesthem): THE SECURITIES EVIDENCED HEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS, INCLUDING VESTING OR FORFEITURE, IN EACH CASE, AS SET FORTH IN THE LOCK-UP AND VESTING AGREEMENT, DATED AS OF [•], BY AND AMONG [•] AND THE OTHER PARTIES’ SIGNATORIES THERETO AND MAY NOT BE TRANSFERRED WITHOUT THE EXPRESS INSTRUCTION OF THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

Prohibited Transfers. (a) Each Stockholder Employee agrees that it he or she shall not Transfer any of his Shares which are subject to repurchase pursuant to Section 3 above at any time. Employee further agrees that he shall not Transfer any of its or his Shares which are no longer subject to repurchase pursuant to Section 3 above without the prior written consent of the Board of Directors of the Corporation or the holders of at least 75% in interest a majority of the Preferred preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 35.2. (b) Notwithstanding anything to the contrary contained herein, a Stockholder Employee (and any permitted transferee of Employee) may Transfer all of its, his or her Shares: (i) if the stockholder is a limited partnership or a trust, to any of its Shares to a member of its the Group and, in the case of any stockholder which Employee (or such permitted transferee) is a partnershipmember, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing -------- with the CompanyCorporation, prior to and as a condition precedent to such transferTransfer, to be bound by all of the provisions of this Agreement; (ii) if the stockholder is a corporation, to any member of its Group; provided that such transferee shall -------- agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) to any member of the Family of Employee (or such permitted transferee); provided -------- that such transferee shall agree in writing with the Corporation, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement and, provided, further, that the interests in any Family -------- ------- trusts shall be non-transferable or, if such interests are transferable, the Board of Directors of the Corporation shall have granted its consent to such Transfer in its sole discretion; and (iv) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the deceased Employee (or permitted transferee). (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder Employee agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offeringsuch Public Offering, and the Company Corporation hereby also so agrees; provided, however, that -------- ------- this restriction will not apply to transfers Transfers permitted under Section 3.3(b5.1(b). , provided such transferee agrees in writing with the Corporation, prior to and as -------- a condition precedent to such Transfer, to be bound by the restrictions contained in this Section 5.1(c) (d) Each Transfer of Shares which is permitted by Section 3 and the other provisions of this Stockholders' Agreement Agreement.) Notwithstanding the foregoing, in the event that Employee shall be by written agreement have previously accepted an offer to purchase Offered Shares (the "Transfer Agreement"as defined below) which have been offered pursuant to Section 5.2(a), in a form reasonably satisfactory to Employee shall not be prohibited from consummating such sale, provided, that the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) purchaser agrees to execute a counterpart copy be bound by the -------- restrictions contained in this Section 5.1(c) (and the other provisions of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer The White Deer Parties, CEPM and any of their respective controlled or controlling affiliates and principals, including PostRock and its subsidiaries (collectively, the “Restricted Group”), agree not to purchase or his Shares without otherwise acquire beneficial ownership of any additional Company Securities (or any economic, voting or other rights with respect thereto) until December 31, 2016. Without the prior written consent of the holders of at least 75% in interest SEPI, CEPM shall not transfer or sell, directly or indirectly, any of the Preferred SharesSubject Units to, voting together as and PostRock shall not transfer or sell, directly or indirectly, in one or a class series of transactions, its interest in CEPM (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any entity that controls CEPM, either directly or indirectly through its control of its Shares to a another entity) to, another member of the Restricted Group. However, the foregoing shall not restrict CEPM from transferring or selling, directly or indirectly, any of the Subject Units to PostRock or any direct or indirect, wholly owned subsidiary of PostRock and shall not restrict PostRock from transferring or selling, directly or indirectly, its Group andinterest in CEPM to any direct or indirect, wholly owned subsidiary of PostRock, so long as, in each case, (i) any such Subject Units continue to be owned by either PostRock or a direct or indirect, wholly owned subsidiary of PostRock (including CEPM, in the case event of any stockholder which is a partnership, permitted transfer of PostRock’s interest in CEPM to a partner of such holderwholly owned subsidiary), or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of (ii) any such partner Subject Units remain subject in all respects to the terms and conditions of this Agreement; (iii) PostRock and any direct or retired partner ifindirect, with respect wholly owned subsidiary of PostRock to whom such Transfer by Subject Units (or such interest in CEPM) are transferred agrees in a partnership, such Transfer is made in accordance with written instrument (delivered to the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior Settling Parties) to become a party hereto and as a condition precedent to such transfer, to be bound by the terms and conditions of this Agreement to the same extent as CEPM or PostRock (in the event of a permitted transfer of an interest in CEPM), as the case may be, and (iv) unless otherwise agreed in writing by SEPI in its sole discretion, any such sale or transfer of the 7 Subject Units shall be disregarded for purposes of determining any payment to be made pursuant to Section 9 or 10 of this Agreement (i.e., such Subject Units shall be treated for purposes of this Agreement as not yet having been sold, no proceeds from any such sale or transfer shall be used for the calculations of any payment pursuant to Section 9 or 10, and the proceeds from any subsequent sale by CEPM (or a Permitted Transferee) will be considered for purposes of calculating the payment under Section 9 or 10, unless these proceeds are not considered pursuant to this Section 6 (for example, in connection with a transfer to another wholly owned subsidiary)). Any transferee pursuant to the preceding sentence shall be deemed to be a “Permitted Transferee.” If, as a result of a transfer to a Permitted Transferee, more than one Person becomes bound hereby in the capacity of CEPM or PostRock, as applicable, (i) any decisions or elections under this Agreement to be made by CEPM or PostRock shall be made and communicated to the other Settling Parties by CEPM or PostRock, as applicable, on behalf of all such party’s transferees (all of which shall be bound thereby), (ii) SEPI shall be entitled to make any payments of money or deliveries of Units after the provisions Signing Date to CEPM, for and on behalf of CEPM and any Permitted Transferees, (iii) references to CEPM and PostRock, as applicable, shall be deemed to refer to CEPM and PostRock, as applicable, and their respective transferees (including Permitted Transferees) collectively and not individually (by way of example, there shall be only one (1) Board Observer under Section 12, notwithstanding that CEPM or any Permitted Transferee may hold Subject Units), and (iv) the Settling Parties shall be entitled to deliver any notices under this Agreement to CEPM or PostRock, as applicable, for and on behalf of such party and all of its respective transferees (including Permitted Transferees). For purposes of this Agreement. , a subsidiary will be considered “wholly 8 owned” by PostRock if PostRock controls the subsidiary and owns, directly or indirectly, at least 95% of the economic and voting interest in such subsidiary. Without the prior written consent of SEPI (cwhich consent shall not be unreasonably withheld, but which may be withheld if the parties cannot agree on any appropriate adjustments that may need to be made to this Agreement to properly account for such sale and its effect on any amounts payable under this Agreement), for so long as CEPM (or any Permitted Transferee) If requested in writing by holds any of the managing underwritersSubject Units, if any, of any Public Offering, each Stockholder agrees PostRock shall not to offer, transfer or sell, contract directly or indirectly, beneficial ownership (including through a sale of an entity that controls CEPM (or such permitted Transferee)) of its interest in CEPM (or such Permitted Transferee) to sell any third party, and shall cause any wholly owned subsidiaries and intermediate entities under PostRock’s control to comply with this Section 6. For the avoidance of doubt, nothing in this Agreement shall restrict or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed be deemed to give SEPI a consent right with respect to said offering(i) any acquisition by any of the White Deer Parties, or any of their respective controlled affiliates or principals of additional shares of PostRock capital stock, or (ii) any change of control of PostRock, whether by merger, acquisition, or otherwise, it being expressly understood that the terms and the Company hereby also so agrees; provided, however, that conditions of this restriction Agreement will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer be affected by any change of Shares which control of PostRock, whether by merger, acquisition, or otherwise. If any successor in any such change of control is permitted by Section 3 of this Stockholders' Agreement not PostRock, PostRock shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees cause any such successor entity to execute a counterpart copy of this Stockholders' Agreement, written instrument (delivered to the other Settling Parties) agreeing to become a party hereto and to abide by, and hold the transferred Shares subject to, be bound by the terms and conditions of this Agreement that are applicable to the transferring Stockholder same extent as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesPostRock.

Prohibited Transfers. (a) Each Stockholder Shareholder hereby agrees that it or he shall not Transfer all or any of his or its Stock except to the Companies which originally issued the Stock or his Shares without as expressly provided in this Agreement. No Transfer shall be effective and the prior written consent Companies shall not, and shall not be compelled to, recognize any Transfer or record any Transfer on their books made other than in accordance with the terms of this Agreement, or issue any certificate representing any Stock to any Person who has received such Stock in a Transfer made other than in accordance with the holders terms of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3this Agreement or to any Person who has not delivered to it an executed Counterpart. (b) Notwithstanding anything Each Shareholder shall be permitted to Transfer its Stock to any Affiliate of such Shareholder without compliance with Section 4 hereof, provided that any such transferee shall, as a condition to such Transfer, execute a Counterpart and thereafter the contrary contained herein, transferee shall be treated as a Stockholder may Shareholder for all purposes under this Agreement; and provided (c) Each Individual Investor shall be permitted to Transfer all or any of its Shares his Stock to such Individual Investor's Permitted Transferees without compliance with Section 4 hereof, provided that such Permitted Transferee executes a member of its Group Counterpart, and, except in the case of any stockholder which is a partnershipTransfer occasioned as a result of the death of an Individual Investor: (i) notwithstanding such Transfer, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to Individual Investor making such Transfer shall remain jointly and severally liable for any breach by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all Permitted Transferee of the provisions of this Agreement.; and (cii) If requested in writing by any Individual Investor who Transfers any or all of his Voting Stock to a Permitted Transferee shall, except with the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date consent of the registration statement filed with respect holders of a majority of the Shares other than the Shares of the Transferring Individual Investor, retain the right to said offering, and vote the Company hereby also so agrees; provided, however, that this restriction will not apply transferred Stock on any matter on which such Stock is entitled to transfers permitted vote under Section 3.3(b)the provisions of the applicable Company's Certificate of Incorporation. (d) Each Nothing in this Section 2, shall be construed to restrict the merger of any two or more Companies with each other, notwithstanding that such a merger may be deemed to cause a Transfer of Shares which is permitted by Stock, provided such merger does not cause any material change in the aggregate ownership of Stock. (e) Notwithstanding this Section 3 of this Stockholders' Agreement 2, the Individual Investors and Holdings shall be by written agreement (the "Transfer Agreement")permitted to pledge their shares in favor of The First National Bank of Boston, in a form reasonably satisfactory to the Company and its counselas Administrative Agent, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Management Pledge Agreement and the Parent Pledge Agreement, both dated the date hereof. (f) Notwithstanding this Section 2, any Individual Investor shall be permitted to pledge his shares of Class C Preferred Stock to a lender to the pledging Individual Investor provided that (i) prior to completing the pledge, the lender undertakes in a writing (in form and substance acceptable to abide bythe lender and the Companies) delivered to the Companies that (A) such lender is prohibited from selling or syndicating all, or any portion of the debt obligation secured by the pledge, and hold (B) in the transferred Shares subject toevent of any default on the debt secured by such pledge, the terms of this Agreement that are applicable to the transferring Stockholder as all or any portion of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.pledged shares (as determined by the

Prohibited Transfers. (a) Each Stockholder In the event a Selling Shareholder should sell any Offered Shares in contravention of the purchase or co-sale rights of a Series A Shareholder or Series C Shareholder under Section 4.3 or a Series A/C Selling Shareholder should sell any Series A/C Offered Shares in contravention of the co-sale rights of other Shareholders under Section 4.5, as the case may be (each, a “Prohibited Transfer”), (i) the Company agrees that it or he shall not Transfer any update the Company’s register of its members to reflect such Prohibited Transfer, (ii) the applicable Shareholders having the co-sale rights under Section 4.3 or his Shares without Section 4.5, as applicable, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the prior written consent put option provided below and the Selling Shareholder or Series A/C Selling Shareholder, as applicable, shall be bound by the applicable provisions of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3option. (b) Notwithstanding anything In the event of a Prohibited Transfer, each applicable Shareholder shall have the right to sell to such Selling Shareholder or Series A/C Selling Shareholder, as applicable, the type and number of Ordinary Shares or Preferred Shares equal to the contrary contained hereinnumber of shares such Selling Shareholder or Series A/C Selling Shareholder, a Stockholder may as applicable, would have been entitled to Transfer all to the third-party transferee(s) under Section 4.3 or any of its Shares 4.5 hereof had the Prohibited Transfer been effected pursuant to a member of its Group andand in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to such Selling Shareholder or Series A/C Selling Shareholder, as applicable, shall be equal to the price per share paid by the third-party transferee(s) to such Selling Shareholder or Series A/C Selling Shareholder, as applicable, in the case of Prohibited Transfer. The Selling Shareholder or Series A/C Selling Shareholder, as applicable, shall also reimburse each applicable Shareholder for any stockholder which is a partnershipand all fees and expenses, including reasonable legal fees and expenses, incurred pursuant to a partner the exercise or the attempted exercise of such holderShareholder’s rights under this Section 4. (ii) Within ninety (90) days after the later of the dates on which such Shareholder (A) received notice of the Prohibited Transfer, or a retired partner (B) otherwise became aware of the Prohibited Transfer, such holder who retires after Shareholder shall, if exercising the date hereofoption created hereby, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect deliver to such Transfer Selling Shareholder or Series A/C Selling Shareholder, as applicable, the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Selling Shareholder or Series A/C Selling Shareholder, as applicable, shall, upon receipt of the certificate or certificates for the shares to be sold by a partnershipsuch Shareholder, such Transfer is made pursuant to this Section 4.7, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in accordance with the partnership agreement of such partnership provided that any such transferee shall agree Section 4.7(b)(i), in writing with the Company, prior to and as a condition precedent cash or by other means acceptable to such transfer, to be bound by all of the provisions of this AgreementShareholder. (c) If requested Notwithstanding the foregoing, any attempt by a Selling Shareholder or Series A/C Selling Shareholder to Transfer Offered Shares or Series A/C Offered Shares in writing by the managing underwriters, if any, violation of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, this Section 4 hereof shall be void and the Company hereby also so agrees; provided, however, that this restriction agrees it will not apply to transfers permitted under Section 3.3(b). (deffect such a Transfer nor will it treat any alleged transferee(s) Each Transfer as the holder of such shares without the written consent of Ordinary Shareholders holding a majority of the Ordinary Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), then in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject toissue, the terms of this Agreement that are applicable to Major Series A Shareholder and the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesMajor Series C Shareholder.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer The White Deer Parties, CEPM and any of their respective controlled or controlling affiliates and principals, including PostRock and its subsidiaries (collectively, the “Restricted Group”), agree not to purchase or his Shares without otherwise acquire beneficial ownership of any additional Company Securities (or any economic, voting or other rights with respect thereto) until December 31, 2016. Without the prior written consent of the holders of at least 75% in interest SEPI, CEPM shall not transfer or sell, directly or indirectly, any of the Preferred SharesSubject Units to, voting together as and PostRock shall not transfer or sell, directly or indirectly, in one or a class series of transactions, its interest in CEPM (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any entity that controls CEPM, either directly or indirectly through its control of its Shares to a another entity) to, another member of the Restricted Group. However, the foregoing shall not restrict CEPM from transferring or selling, directly or indirectly, any of the Subject Units to PostRock or any direct or indirect, wholly owned subsidiary of PostRock and shall not restrict PostRock from transferring or selling, directly or indirectly, its Group andinterest in CEPM to any direct or indirect, wholly owned subsidiary of PostRock, so long as, in each case, (i) any such Subject Units continue to be owned by either PostRock or a direct or indirect, wholly owned subsidiary of PostRock (including CEPM, in the case event of any stockholder which is a partnership, permitted transfer of PostRock’s interest in CEPM to a partner of such holderwholly owned subsidiary), or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of (ii) any such partner Subject Units remain subject in all respects to the terms and conditions of this Agreement; (iii) PostRock and any direct or retired partner ifindirect, with respect wholly owned subsidiary of PostRock to whom such Transfer by Subject Units (or such interest in CEPM) are transferred agrees in a partnership, such Transfer is made in accordance with written instrument (delivered to the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior Settling Parties) to become a party hereto and as a condition precedent to such transfer, to be bound by the terms and conditions of this Agreement to the same extent as CEPM or PostRock (in the event of a permitted transfer of an interest in CEPM), as the case may be, and (iv) unless otherwise agreed in writing by SEPI in its sole discretion, any such sale or transfer of the Subject Units shall be disregarded for purposes of determining any payment to be made pursuant to Section 9 or 10 of this Agreement (i.e., such Subject Units shall be treated for purposes of this Agreement as not yet having been sold, no proceeds from any such sale or transfer shall be used for the calculations of any payment pursuant to Section 9 or 10, and the proceeds from any subsequent sale by CEPM (or a Permitted Transferee) will be considered for purposes of calculating the payment under Section 9 or 10, unless these proceeds are not considered pursuant to this Section 6 (for example, in connection with a transfer to another wholly owned subsidiary)). Any transferee pursuant to the preceding sentence shall be deemed to be a “Permitted Transferee.” If, as a result of a transfer to a Permitted Transferee, more than one Person becomes bound hereby in the capacity of CEPM or PostRock, as applicable, (i) any decisions or elections under this Agreement to be made by CEPM or PostRock shall be made and communicated to the other Settling Parties by CEPM or PostRock, as applicable, on behalf of all such party’s transferees (all of which shall be bound thereby), (ii) SEPI shall be entitled to make any payments of money or deliveries of Units after the provisions Signing Date to CEPM, for and on behalf of CEPM and any Permitted Transferees, (iii) references to CEPM and PostRock, as applicable, shall be deemed to refer to CEPM and PostRock, as applicable, and their respective transferees (including Permitted Transferees) collectively and not individually (by way of example, there shall be only one (1) Board Observer under Section 12, notwithstanding that CEPM or any Permitted Transferee may hold Subject Units), and (iv) the Settling Parties shall be entitled to deliver any notices under this Agreement to CEPM or PostRock, as applicable, for and on behalf of such party and all of its respective transferees (including Permitted Transferees). For purposes of this Agreement. , a subsidiary will be considered “wholly owned” by PostRock if PostRock controls the subsidiary and owns, directly or indirectly, at least 95% of the economic and voting interest in such subsidiary. Without the prior written consent of SEPI (cwhich consent shall not be unreasonably withheld, but which may be withheld if the parties cannot agree on any appropriate adjustments that may need to be made to this Agreement to properly account for such sale and its effect on any amounts payable under this Agreement), for so long as CEPM (or any Permitted Transferee) If requested in writing by holds any of the managing underwritersSubject Units, if any, of any Public Offering, each Stockholder agrees PostRock shall not to offer, transfer or sell, contract directly or indirectly, beneficial ownership (including through a sale of an entity that controls CEPM (or such permitted Transferee)) of its interest in CEPM (or such Permitted Transferee) to sell any third party, and shall cause any wholly owned subsidiaries and intermediate entities under PostRock’s control to comply with this Section 6. For the avoidance of doubt, nothing in this Agreement shall restrict or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed be deemed to give SEPI a consent right with respect to said offering(i) any acquisition by any of the White Deer Parties, or any of their respective controlled affiliates or principals of additional shares of PostRock capital stock, or (ii) any change of control of PostRock, whether by merger, acquisition, or otherwise, it being expressly understood that the terms and the Company hereby also so agrees; provided, however, that conditions of this restriction Agreement will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer be affected by any change of Shares which control of PostRock, whether by merger, acquisition, or otherwise. If any successor in any such change of control is permitted by Section 3 of this Stockholders' Agreement not PostRock, PostRock shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees cause any such successor entity to execute a counterpart copy of this Stockholders' Agreement, written instrument (delivered to the other Settling Parties) agreeing to become a party hereto and to abide by, and hold the transferred Shares subject to, be bound by the terms and conditions of this Agreement that are applicable to the transferring Stockholder same extent as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesPostRock.

Prohibited Transfers. (a) Each Stockholder agrees that it No Management Shareholder shall sell, assign, transfer, pledge, hypothecate, mortgage, encumber or he shall not Transfer dispose of all or any of its or his Shares without except in compliance with the prior written consent terms of the holders of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) this Agreement. Notwithstanding anything to the contrary contained hereinin this Agreement, (a) a Stockholder Management Shareholder may Transfer transfer without the necessity of prior approval all or any of its his Shares by way of gift to a member his spouse, to any of its Group andhis lineal descendants or ancestors, in or to any trust for the case benefit of any stockholder which is one or more of the Management Shareholder, his spouse or his lineal descendants or ancestors, and (b) a partnership, to a partner Management Shareholder may transfer all or any of such holder, or a retired partner of such holder who retires after the date hereof, his Shares by will or the estate laws of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership descent and distribution; provided that any such transferee under clause (a) or (b) of this Section 2 (referred to herein as 2 "Permitted Transferees") shall agree in writing with the CompanyCompany and the other Shareholders, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by Agreement to the managing underwriterssame extent as if such transferee were the Management Shareholder transferring such Shares. In addition, if any, after the consummation of any a Qualified Public Offering, each Stockholder agrees not a Management Shareholder and his Permitted Transferees may transfer without necessity of complying with Section 4 hereof (which shall survive such Qualified Public Offering as to offerthe Management Shareholders and his Permitted Transferees) all or any of his Shares, sellprovided that the amount of Shares sold, contract to sell or otherwise dispose of any Shares except as part together with all sales of such Public Offering Shares by the Management Shareholder within thirty the preceding three months, shall not exceed the greater of (30i) days before or one hundred and eighty (180) days after the effective date percent of the registration shares of Common Stock then outstanding (as shown by the most recent report or statement filed with respect to said offering, and published by the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"Company), or (ii) the average weekly reported volume of trading in the Common Stock on all national securities exchanges and/or reported through the automated quotation system of a form reasonably satisfactory to registered securities association during the Company and its counsel, pursuant to which four calendar weeks preceding the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy sale of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees To the fullest extent permitted by law, any purported Transfer of an Interest that it is not a Permitted Transfer shall be null and void and of no effect whatsoever; provided that, if the Partnership is required to recognize a Transfer of an Interest that is not a Permitted Transfer, the Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the Transferred Interest, which allocations and distributions may be applied (without limiting any other legal or he shall not Transfer any of its or his Shares without the prior written consent equitable rights of the holders Partnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of at least 75% in interest of such Interest may have to the Preferred SharesPartnership, voting together and shall be subject to the restrictions and prohibitions on Transfers and Encumbrances on Interests set forth herein as though such transferee were a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3Partner. (b) Notwithstanding anything to To the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group andfullest extent permitted by law, in the case of a Transfer or attempted Transfer of an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any stockholder which is a partnership, to a partner of such holder, or indemnified Persons may incur (including incremental tax liability and reasonable attorneys' fees and expenses) as a retired partner result of such holder who retires after Transfer or attempted Transfer and efforts to enforce the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made indemnity granted in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this AgreementSection 8.2(b). (c) If requested Except as otherwise provided in writing by Section 3.4(e), a Partner may not grant an Encumbrance in its Interest, unless (i) the managing underwriters, if any, of any Public Offering, each Stockholder agrees not General Partner consents to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agreesEncumbrance; provided, however, that any Partner may grant an Encumbrance in its Interest if such Encumbrance is being pledged to secure the repayment of Indebtedness of such Partner and (ii) the instrument creating such Encumbrance provides that any foreclosure of such Encumbrance (or sale in lieu of such foreclosure) must comply with the requirements of this restriction will not apply to transfers permitted under Section 3.3(bArticle VIII, other than the restrictions on Transfers set forth in Sections 8.1(b)(i) and (ii). (d) Each No Partner may Transfer all or any portion of Shares which is permitted by Section 3 its Interest to (i) William I. Koch, (ii) Frederick R. Koch, (iii) any ▇▇▇▇▇▇, ▇▇▇▇▇▇ descen▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ a lineal descendant of this Stockholders' Agreement shall be by written agreement a Person identified in clauses (the "Transfer Agreement"i) or (ii), or (iv) any Person that is an Affiliate of any Person identified in a form reasonably satisfactory clauses (i), (ii) or (iii); provided, however, that the Koch Limited Partner has notified the transferring ▇▇▇tner as to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy identity of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms any of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Sharesthese Persons in connection with any proposed Transfer.

Prohibited Transfers. (a) Each Stockholder agrees that it Except for transfers by the Ordinary Holders to Permitted Transferees as provided in Section 4.6 of this Appendix, none of the Ordinary Holders or he shall not Transfer any of its or his Shares the Permitted Transferees shall, without the prior written consent of (i) the holders of at least 75% in interest a majority of the Preferred Series A Shares and the Series A-1 Shares, voting together as a class separate class, and (without counting ii) the holders of a majority of the Series B Shares, voting together as a separate class, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions of any Company securities now held by him to any person any time prior to the Qualified IPO; provided that during such period each Existing Shareholder controlled by the Founders may sell, transfer, or otherwise dispose of, up to an aggregate of 10% of the issued outstanding Ordinary Shares held by such transferring Stockholder) except Existing Shareholder as of the date hereof; provided for in Section 3further, that any such sale, transfer or disposition shall nevertheless be subject to the right of first refusal and co-sale rights of the Preferred Holders and the Ordinary Holders under Sections 4.3, 4.4 and 4.5 of this Appendix. (b) Notwithstanding anything Any attempt by a party to sell or transfer Restricted Shares or Preferred Shares in violation of Section 4 of this Appendix shall be void and the contrary contained herein, Company hereby agrees it will not effect such a Stockholder may Transfer all or transfer nor will it treat any of its Shares to a member of its Group and, in alleged transferee as the case of any stockholder which is a partnership, to a partner holder of such holder, or shares without the written consent of holders of a retired partner majority of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this AgreementPreferred Shares. (c) If requested The Investors and their respective affiliates to whom any Preferred Share or Ordinary Share has been duly assigned in writing by the managing underwritersaccordance with this Agreement, if any, of any Public Offering, each Stockholder agrees may not to offer, sell, contract to sell or otherwise dispose transfer part or all of their shares to any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date competitor of the registration statement filed with respect to said offeringCompany. For the purpose of Section 4.7 of this Appendix, a “competitor” of the Company shall mean any entity whose business or product competes directly or indirectly against the Principal Business of the Company, as defined herein, and its subsidiaries (including the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(bSubsidiaries). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer any of its or his Shares The Mortgagor, without the prior written consent of the holders Lender, shall not effect, suffer or permit any Prohibited Transfer (as defined herein). Any conveyance, sale, assignment, transfer, lien, pledge, mortgage, security interest or other encumbrance or alienation (or any agreement to do any of the foregoing) of the Premises or any part thereof or interest therein shall constitute a “Prohibited Transfer” (excepting only sales or other dispositions of UCC Collateral (“Obsolete Collateral”) no longer useful in connection with the operation of the Premises, provided that prior to the sale or other disposition thereof, such Obsolete Collateral has been replaced by UCC Collateral of at least 75% in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything equal value and utility which is subject to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group and, in lien hereof with the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, same priority as with respect to such Transfer by a partnershipthe Obsolete Collateral), such Transfer is made in accordance with the partnership agreement of such partnership provided that whether any such transferee shall agree in writing with the Companyconveyance, prior to and as a condition precedent to such sale, assignment, transfer, to be bound lien, pledge, mortgage, security interest, encumbrance or alienation is effected directly, indirectly (including the nominee agreement), voluntarily or involuntarily, by all operation of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell law or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agreesotherwise; provided, however, that the foregoing provisions of this restriction will section shall not apply (i) to liens securing the Secured Obligations, (ii) to the lien of current taxes and assessments not in default, (iii) to any transfers permitted under Section 3.3(b). of the Premises, or part thereof, or interest therein, or any beneficial interests, or shares of stock or partnership or joint venture interests, as the case may be, by or on behalf of an owner thereof who is deceased or declared judicially incompetent, to such owner’s heirs, legatees, devisees, executors, administrators, estate or personal representatives, (div) Each Transfer of Shares which is to leases permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable the Transaction Documents, if any, or (v) to the transferring Stockholder as any transfers of the time of Premises expressly permitted by the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesFinancing Agreement.

Prohibited Transfers. (a) Each Stockholder agrees that it it, he or he she -------------------- shall not Transfer any of its its, his or his her Shares without the prior written consent of the holders of at least 75% in interest sixty-six and two-thirds of the Preferred Shares, voting together as a class (without counting outstanding Shares other than the Shares held by such transferring the Transferring Stockholder) , except as provided for in Section 34.2. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares its, his or her Shares: (i) if the Stockholder is a limited partnership or a trust, to any member of the Group of which such Stockholder is a member; provided, that such transferee shall agree -------- in writing with the Company, prior to and as a condition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (ii) if the Stockholder is a corporation, to any member of its Group andGroup; provided, that such -------- transferee shall agree in writing with the case of any stockholder which is Company, prior to and as a partnershipcondition precedent to such Transfer, to be bound by all of the provisions of this Agreement; (iii) to any member of the Family of a partner of such holderCommon Stockholder; provided, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided -------- that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transferTransfer, to be bound by all of the provisions of this AgreementAgreement and, provided, further, that the interests in any Family trusts -------- ------- shall be non-transferable; and (iv) by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement to the same extent as if such transferee were the deceased Stockholder. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this -------- restriction will not apply to transfers Transfers permitted under Section 3.3(b4.1(b) provided such transferee agrees to be bound by the restriction contained in this Section 4.1(c). Notwithstanding the foregoing, in the event that a Selling Stockholder shall have accepted an offer to purchase Offered Shares which have been offered pursuant to Section 4.2(a), such -8- Selling Stockholder shall not be prohibited from consummating such sale, provided, that the purchaser agrees to be bound by the restrictions contained --------- in this Section 4.1(c). (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. Until the earliest of (i) the consummation of a Qualified Public Offering, (ii) the date on which all Notes are no longer outstanding or (iii) the date on which all Preferred Shares are no longer outstanding (whether through redemption or conversion into Common Stock): (a) Each Stockholder agrees that it or he The Principal shall not Transfer any sell, assign, transfer, grant an option to or for, pledge, hypothecate, mortgage, encumber or dispose of its or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Shares, voting together as (a class (without counting the Shares held by such transferring Stockholder"Transfer") except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any Securities owned by him directly, nor shall the Principal permit the Transfer of its Shares any Securities owned by his family directly, to a the extent that the Securities conveyed in such Transfer, together with all Securities conveyed in all previous Transfers by the Principal following the Closing Date would exceed 10% of the Securities held by the Principal as of the Closing Date. Notwithstanding the foregoing, the Principal may Transfer (i) any and all Securities owned by him by way of gift to any member of its Group and, in his immediate family or to any trust for the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate benefit of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement family member of such partnership Principal, provided that any each such transferee shall agree in writing with the CompanyCompany and the Purchasers, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement.Agreement and any other agreement related to the repurchase of such Securities by which the Principal is bound to the same extent as if such transferee were the Principal, and (ii) any and all Securities owned by him by will or the laws of descent and distribution, in which event each such transferee shall be bound by all of the provisions of this Agreement and any other agreement related to the repurchase of such Securities by which the Principal is bound to the same extent as if such transferee were the Principal. As used herein, the word "family" shall include any spouse or descendant. In addition, the amount of Securities held by the Principal shall be deemed to include the Securities held by such Principal's family; and (cb) If requested MET shall not Transfer all or any TeleBanc Securities owned by it to the extent that the TeleBanc Securities conveyed in writing such transfer, together with all TeleBanc Securities conveyed in all previous Transfers by MET following the managing underwriters, if any, Closing Date would exceed 10% of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except TeleBanc Securities held by MET as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offeringClosing Date, and the Company hereby also so agrees; provided, provided however, that this restriction will not apply to transfers permitted under Section 3.3(b). MET may Transfer in excess of such 10% of TeleBanc Securities held by it (di) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which extent that such TeleBanc Securities or the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time proceeds of the Transfer and that would have been applicable to of such transferring Stockholder had TeleBanc Securities are used for the transferring Stockholder retained such transferred Sharesredemption, repurchase or other reacquisition by MET of MET Stock from shareholders of MET other than the Principal or David A. Smilow or (ii) ▇▇▇▇▇▇▇▇ ▇▇ ▇ ▇iquidation of MET.

Prohibited Transfers. (a) Each Prior to the Termination Date, and except as contemplated hereby, such Stockholder agrees that it or he shall not Transfer (i) (x) tender into any of its tender or his Shares without the prior written consent of the holders of at least 75% in interest of the Preferred Sharesexchange offer, voting together as a class (without counting the Shares held by such transferring Stockholdery) except as provided for in Section 3. sell (b) Notwithstanding anything to the contrary contained hereinconstructively or otherwise), a Stockholder may Transfer all or any of its Shares to a member of its Group and, in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriterspledge, if anyhypothecate, of any Public Offeringgrant, each Stockholder agrees not to offerencumber, sell, contract to sell assign or otherwise dispose of (collectively “Transfer”), or enter into any Shares except as part of such Public Offering within thirty (30) days before Contract, option, agreement or one hundred and eighty (180) days after the effective date of the registration statement filed other arrangement or understanding with respect to said offeringthe Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), and (z) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares or (ii) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect that would have the Company hereby also so agreeseffect of preventing or delaying such Stockholder from performing such Stockholder’s obligations under this Agreement; provided, however, that this restriction will the foregoing shall not apply to transfers permitted under Section 3.3(b). (d) Each prohibit any Transfer of Covered Shares which by a Stockholder (1) to an Affiliate of such Stockholder, (2) with the prior written approval of the Special Committee, (3) in response to a tender or exchange offer (other than the Tender Offer) that has been publicly announced and approved or recommended by the Special Committee or the Liberty Board, (4) if such Stockholder is permitted by Section 3 an individual, (A) to such Stockholder’s spouse, (B) to such Stockholder’s lineal ancestors, lineal descendants, siblings, cousins or the spouses thereof, (C) to trusts for the benefit of this Stockholders' Agreement shall be by written agreement such Stockholder or such persons described in the immediately preceding sub-clause (the "Transfer Agreement"B), (D) to foundations established by such Stockholder or such persons described in the preceding sub-clause (B) or Affiliates thereof or (E) by way of bequest or inheritance upon death or (5) if such Stockholder is an entity, to such Stockholder’s stockholders, partners or other equity holders, but only, in the case of clauses (1), (2), (4) and (5) if the permitted transferee executes a form reasonably satisfactory joinder to the Company and its counsel, this Agreement pursuant to which the such transferee (other than a Stockholder who is already agrees to become a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, hereto and to abide by, and hold the transferred Shares be subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been restrictions applicable to such transferring Stockholder had hereunder. Any Transfer in violation of this Section 6(a) shall be null and void ab initio. To the transferring Stockholder retained extent a Transfer is permitted under this Agreement, such transferred SharesTransfer shall comply with all applicable laws.

Prohibited Transfers. (a) Each Stockholder agrees that it No Borrower shall directly or he shall not indirectly make, suffer or permit the occurrence of any Transfer any of its or his Shares other than a Permitted Transfer. In addition, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed), no Borrower shall (i) sell, convey, transfer, lease or assign, or enter into any agreement to sell, convey, transfer, lease or assign, whether by law or otherwise, any of such Borrower’s interests in any of its subsidiaries, except pursuant to the holders Pledges or (ii) cause or permit any of at least 75% in interest such Borrower’s subsidiaries to sell, convey, transfer, lease or assign, or enter into any agreement to sell, convey, transfer, lease or assign, whether by law or otherwise, any of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) subsidiary’s property. Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all in this Agreement or in any of its Shares the other Loan Documents, none of the foregoing restrictions, including the prohibition against Transfers, shall apply to a member of its Group andand no consent, in the case of any stockholder which is a partnership, to a partner of such holderapproval or confirmation of, or a retired partner of such holder who retires after the date hereofnotice to, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, Lender shall be required with respect to such Transfer by a partnership(1) any direct or indirect, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Companyvoluntary or involuntary, prior to and as a condition precedent to such sale, conveyance, pledge, assignment, encumbrance, disposition or other transfer, to be bound either in one or a series of transactions, of any direct or indirect legal or beneficial interest in Guarantor or GKK Capital, L.P. (“GKK OP”) and/or any rights, distributions, profits or proceeds relating thereto, including (but not limited to) by way of any merger, consolidation, amalgamation, sale, or other transfer of any kind of any stock, limited or general partnership interests, limited liability company interests, trust certificates or other similar evidences of ownership of legal or beneficial interests, as the case may be, of Guarantor or GKK OP or any legal or beneficial interest therein; (2) any sale of all or substantially all of the provisions assets of this Agreement. (c) If requested in writing by the managing underwriters, if any, of Guarantor or GKK OP to any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date Person who assumes all of the registration statement filed with respect to said offeringobligations of Guarantor or GKK OP, and as applicable, under the Company hereby also so agreesLoan Documents; provided, however, that this restriction will not apply if, after giving effect to transfers permitted under Section 3.3(b). any of the foregoing, more than forty-nine percent (d49%) Each Transfer in the aggregate of Shares which is permitted the direct or indirect interests in any Borrower are owned by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company Person and its counsel, pursuant to which Affiliates that owned less than forty-nine percent (49%) of the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder direct or indirect interests in such Borrower as of the time date of the Transfer last insolvency opinion delivered at the closing of the loan or under the Loan Documents, then the Borrowers shall deliver to Lender a replacement insolvency opinion reasonably acceptable to Lender; or (3) any current or additional borrowing or financing by or other indebtedness of any nature of Guarantor or GKK OP and/or any direct or indirect holder of a legal or beneficial interest therein and, for the purposes of this sentence, “indebtedness” of a Person shall be deemed to include (A) any indebtedness or liability of such Person (including, without limitation, amounts for borrowed money and that would indebtedness in the form of mezzanine debt and preferred equity); (B) obligations evidenced by bonds, debentures, notes, or other similar instruments; (C) obligations for the deferred purchase price of property or services (including trade obligations); (D) obligations under letters of credit; (E) obligations under acceptance facilities; (F) all guaranties, endorsements and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (G) obligations secured by any liens, whether or not the obligations have been applicable assumed. No consent, approval or confirmation of, or notice to, any Lender shall be required with respect to such transferring Stockholder had a Permitted Transfer unless expressly required by the transferring Stockholder retained such transferred Sharesterms and conditions of this Agreement.

Prohibited Transfers. (a) Each Stockholder agrees that it In the event any Founder should sell any Equity Securities in contravention of Section 2.2 or he shall not Transfer any of its or his Shares without the prior written consent co-sale rights of the holders Holders under Section 2.3 (in either case, a "PROHIBITED TRANSFER"), to the extent such sale is valid and recorded on the books of and recognized by the Company pursuant to Section 1, the Holders, in addition to such other remedies as may be available at least 75% law, in interest equity or hereunder, shall have the put option provided below, and such Founder shall be bound by the applicable provisions of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3option. (b) Notwithstanding anything In the event of a Prohibited Transfer, each Holder shall have the right to sell to the contrary contained herein, a Stockholder may Founder the type and number of shares of Common Stock equal to the number of shares each Holder would have been entitled to transfer to the third-party transferee(s) under Section 2.3 above had the Prohibited Transfer all or any of its Shares been effected pursuant to a member of its Group and, and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) the price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the case of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement.Prohibited Transfer; (cii) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty sixty (30) days before or one hundred and eighty (18060) days after the effective date later of the registration statement filed with respect dates on which the Holder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, each Holder shall, if exercising the option created hereby, deliver to said offeringthe Founder the certificate or certificates representing shares to be sold, and the Company hereby also so agrees; provided, however, that this restriction will not apply each certificate to transfers permitted under Section 3.3(b).be properly endorsed for transfer; (diii) Each Transfer the Founder shall, upon receipt of Shares which is permitted the certificate or certificates for the shares to be sold by a Holder, pursuant to this Section 3 of this Stockholders' Agreement shall be by written agreement (2.4, pay the "Transfer Agreement"aggregate purchase price therefor, as specified in subparagraph 2.4(b)(i), in a form reasonably satisfactory cash or by other means acceptable to the Company and its counselHolder; and (iv) notwithstanding the foregoing, pursuant to which this Section 2.4 does not in any way limit the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Sharesrestrictions on transfer provided for in Section 1.

Prohibited Transfers. (a) Each Stockholder agrees that it or he shall not Transfer In the event a Holder should sell any of its or his Shares without the prior written consent Common Stock Equivalents of the holders of at least 75% Company in interest contravention of the Preferred Sharesrights of the Investors under Section 2 of this Agreement (a "Prohibited Transfer"), voting together as a class (without counting the Shares held by such transferring Stockholder) except as Investors shall have the put ------------------- option provided for in Section 33(b) below, and the third party purchaser or purchasers of such Holder (the "Contingent Purchaser") and such Holder shall be -------------------- bound by the applicable provisions of such put option. (b) Notwithstanding anything In the event of a Prohibited Transfer, each Investor shall have the option to sell to such Holder, the Contingent Purchaser or both (as determined in the Investor's discretion) a number of shares of Common Stock Equivalents of the Company equal (after giving effect to any stock dividends, stock splits or other recapitalization) to the contrary contained hereinnumber of shares such Investor would have been entitled to sell if such Holder had complied with the provisions of Section 2 on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Holder or Contingent Purchaser shall be equal to the price per share paid by the Contingent Purchaser to such Holder pursuant to the Prohibited Transfer. (ii) The Investor shall deliver to such Holder, a Stockholder Contingent Purchaser or both, as the case may be, within 90 days after it has received written notice of the Prohibited Transfer or otherwise became aware thereof, the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer and free and clear of all liens and restrictions on transfer (other than securities law restrictions). (iii) The Holder, Contingent Purchaser or both, as the case may be, shall, upon receipt of the certificates for the shares subject to the put option, promptly pay the aggregate Section 3(b) purchase price therefor, by certified check or bank draft made payable to the order of such Investor exercising the Section 3(b) option, and shall reimburse such Investor for any additional expenses, including legal fees and expenses, incurred in effecting such purchase and resale. (iv) If the Contingent Purchaser is financially unable or otherwise fails to effect the put option recited in this Section 3(b), the Holder of its Shares to a member of its Group and, the shares transferred in the case of any stockholder Prohibited Transfer in question shall be obligated to purchase the shares to be sold by each Investor and shall make all reimbursements required by this Section 3(b). (v) The parties agree that the foregoing is a liquidated damage, and not a penalty, which is reasonable in light of the difficulty of determining damages for the breach hereof. (vi) The Contingent Purchaser shall have no obligation to purchase shares from an Investor pursuant to this Section 3 so long as the Contingent Purchaser sends such Investor a partnershipnotice in accordance with Section 7(b) at least (fifteen 15) days prior to consummating its purchase from the Holder stating that the Contingent Purchaser intends to purchase shares subject to the Agreement, and stating the number of shares to a partner be purchased, the purchase price therefor, and the proposed date of such holder, or a retired partner of such holder who retires after consummation and the Investor to whom the notice was sent either notifies the Contingent Purchaser in writing prior to the date hereof, or of consummation of the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, sale that it has waived its rights hereunder with respect to such Transfer by a partnership, such Transfer is made in accordance with purchase or fails to respond to the partnership agreement of such partnership provided that any such transferee shall agree in writing with the Company, Contingent Purchaser's notice prior to and as a condition precedent to such transfer, to be bound by all of the provisions of this Agreement. (c) If requested in writing by the managing underwriters, if any, of any Public Offering, each Stockholder agrees not to offer, sell, contract to sell or otherwise dispose of any Shares except as part of such Public Offering within thirty (30) days before or one hundred and eighty (180) days after the effective date of the registration statement filed with respect to said offering, and the Company hereby also so agrees; provided, however, that this restriction will not apply to transfers permitted under Section 3.3(b)consummation. (d) Each Transfer of Shares which is permitted by Section 3 of this Stockholders' Agreement shall be by written agreement (the "Transfer Agreement"), in a form reasonably satisfactory to the Company and its counsel, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement) agrees to execute a counterpart copy of this Stockholders' Agreement, and to abide by, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as of the time of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred Shares.

Prohibited Transfers. (a) Each Stockholder agrees that it or he A. Except as otherwise provided in PARAGRAPHS 4.2.B and 4.2.C below, Trustor shall not participate in, and shall not cause, allow or otherwise permit, a Transfer any of its or his Shares without the prior written consent of Beneficiary, which consent may be given or withheld for any reason (or for no reason) or given conditionally (including a requirement that the holders of at least 75% permitted transferee assume in interest of the Preferred Shares, voting together as a class (without counting the Shares held by such transferring Stockholder) except as provided for in Section 3. (b) Notwithstanding anything to the contrary contained herein, a Stockholder may Transfer all or any of its Shares to a member of its Group andwriting, in form and substance satisfactory to Beneficiary in its sole discretion, all of Trustor's Obligations under the case Loan Documents, the Hazardous Substances Agreement and the Certificate Regarding Distribution of any stockholder which is a partnership, to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, such Transfer is made in accordance with the partnership agreement of such partnership provided that any such transferee shall Loan Proceeds and Indemnity Agreement and agree in writing with the Company, prior to and as a condition precedent to such transfer, to be bound thereby), as determined by all Beneficiary in its sole and absolute discretion, and any default, failure to observe, or breach of the provisions of this PARAGRAPH 4.2 shall constitute an immediate Event of Default hereunder and, at the option of Beneficiary, Beneficiary may accelerate the Indebtedness whereby the entire Indebtedness (including any Prepayment Premium) shall become immediately due and payable. Any assumption of Trustor's obligations hereunder shall not, however, release any Loan Party from any liability under the Loan Documents or the Hazardous Substances Agreement. This provision shall not apply to transfers of title or interest under any will or testament or applicable law of descent or transfers of limited partnership interests in Trustor. Consent to any such Transfer by Beneficiary shall not be deemed a waiver of Beneficiary's right to require such consent to any further or future Transfers. B. Notwithstanding the foregoing, the following Transfers shall not be prohibited and shall not, except as otherwise provided in this PARAGRAPH 4.2.B, require Beneficiary's consent, or if effectuated in accordance with the terms and conditions of this PARAGRAPH 4.2.B, constitute an Event of Default under the Loan Documents: (ci) If requested the Transfer of shares of any Person which is a publicly traded company with its shares listed and traded on a national exchange in writing the United States of America, so long as the Transfer is executed in the ordinary course of trading of such shares on such exchange, (ii) the issuance by any Loan Party of publicly traded securities, whether or not in connection with the managing underwritersacquisition of properties; (iii) the conversion of Operating Partnership Units in Trustor to common stock in Mission West, or in a Person that is a publicly traded company with its shares listed and traded on a national exchange in the United States of America, subject to the satisfaction of the Transfer Conditions; (iv) the issuance of Operating Partnership Units in Trustor in connection with the acquisition of properties, so long as the proposed transaction complies with all ERISA requirements contained in the Loan Documents and, if anya change occurs in the identity of the Persons controlling the major decision making management level of Trustor and/or Mission West in connection with such transaction, subject additionally to the satisfaction of any Public Offeringthe other Transfer Conditions; (v) subject to the satisfaction of the Transfer Conditions, each Stockholder agrees not to the acquisition of Mission West through merger, tender offer, sellexchange offer or sale of substantially all the assets of Mission West (each a "Mission West Merger Transaction") and (vi) subject to the satisfaction of the Transfer Conditions, contract the merger of Mission West Properties, a California corporation, with and into a wholly-owned subsidiary named Mission West Properties, Inc., a Maryland corporation ("MWP, Inc."), provided that MWP, Inc. has no assets or liabilities immediately prior to sell or otherwise dispose the merger and provided further that such merger follows the plan set forth in Trustor's current S-4 Registration Statement in the section titled "The Reincorporation Merger." The term "Transfer Conditions" shall mean each of any Shares except as part of such Public Offering within the following requirements: (A) Beneficiary receives at least thirty (30) days before or one hundred and eighty (180) days after the effective date days' prior written notice of the registration statement filed Transfer; (B) there is no Event of Default under the Loan Documents (or event which with the passage of time or the giving of notice, or both, would be an Event of Default) which has occurred and is continuing; (C) the proposed transaction complies with all ERISA requirements contained in the Loan Documents (including receipt by Beneficiary of such evidence as it may require in its sole discretion to determine that the proposed Transfer is not and would not render the Loan a prohibited transaction under ERISA); (D) if deemed applicable by Beneficiary, the proposed transferee shall have signed a written assumption agreement with respect to said offeringthe Loan Documents in form and substance acceptable to Beneficiary in its sole discretion; (E) the proposed transferee shall have provided all information about the proposed transferee requested by Beneficiary; (F) in the event of a Mission West Merger Transaction, Beneficiary shall be satisfied with the creditworthiness, good character and reputation, and demonstrated ability and experience (by itself or through its manager) in the Company hereby also so agrees; providedownership, howeveroperation, and leasing of property similar to the Property, of the successor entity to Mission West, except that this restriction will not apply to transfers permitted under Section 3.3(b). in no event shall the net worth (d) Each Transfer of Shares which is permitted by Section 3 excluding for purposes of this Stockholders' Agreement shall calculation, the Property) of the successor entity based on market value, as determined by Beneficiary, be less than $250,000,000.00; and (G) payment by written agreement Trustor or the proposed transferee of (1) all costs and expenses incurred by Beneficiary for the "Transfer Agreement")processing of the Transfer, in including a form reasonably satisfactory to the Company and its counselprocessing fee as determined by Lender, pursuant to which the transferee (other than a Stockholder who is already a party to this Stockholders' Agreement2) agrees to execute a counterpart copy of this Stockholders' Agreementany documentary stamp taxes, intangibles taxes, recording fees, and to abide byother costs and expenses required in connection with any assumption agreement and any modification of the Loan Documents, and hold the transferred Shares subject to, the terms of this Agreement that are applicable to the transferring Stockholder as (3) all other costs and expenses (including attorneys' fees and expenses for Beneficiary's staff attorneys and outside counsel) of the time preparation of any assumption agreement and any modification of the Transfer and that would have been applicable to such transferring Stockholder had the transferring Stockholder retained such transferred SharesLoan Documents.