Common use of Exempt Transfer Clause in Contracts

Exempt Transfer. The restrictions contained in this Section 3 will not apply to any Transfer which is one of the following "Exempt Transfers": (a) the Transfer by a partnership to its partners or retired partners in accordance with partnership interests; (b) the Transfer by a corporation to its shareholders in accordance with their interest in the corporation; (c) the Transfer by a limited liability company to its members in accordance with their interest in the limited liability company; (d) the Transfer by a Purchaser to such Purchaser's spouse, lineal descendant, father, mother, brother or sister ("Immediate Family"); (e) the Transfer by a Purchaser to a custodian or trustee for the account of such Purchaser or such Purchaser's Immediate Family; (f) the Transfer by a Purchaser (other than Transfers of Option Shares by a member of Key Management) to any Affiliate of that Purchaser; (g) the Transfer to the Company or any other Purchaser; provided, however, that a member of Key Management may not Transfer any Option Shares to the Company or any other Purchaser during the Key Management Restricted Period (as defined below), except for Transfers to the Company in payment of the exercise price of any stock option granted pursuant to a stock option plan and/or option agreement of the Company; (h) a bona fide pledge or mortgage with a commercial lending institution that creates a mere security interest; (i) pursuant to Section 5 or 6 of this Agreement; PROVIDED, THAT: (i) Transfers of fully vested Option Shares held by Key Management may be made only after the fifth anniversary of the date of the option grant pursuant to which such Option Shares were acquired (the "Key Management Restricted Period"); provided, however, that prior to the end of the applicable Key Management Restricted Period with respect to any fully vested Option Shares, each member of Key Management may exercise its co-sale rights under Section 6 on Transfers by BTI or its Affiliates; and (ii) Restricted Holders may not Transfer any of their respective Securities under this subsection 3.2(i) for a period of three (3) years from and including the closing date of the Company's first Qualifying Public Offering (the "IPO Closing Date"); PROVIDED, HOWEVER, that: (A) Restricted Holders may transfer during each of the periods set forth below up to the percentage of their respective Securities (not including any Option Shares held by Key Management) outstanding on the IPO Closing Date set forth opposite such periods: Period (measured in days from IPO Closing Date) Percentage --------------------------- ---------- 1 through 180 0% 181 through 270 12.5% 271 through 365 12.5% 366 through 456 8.75% 457 through 546 8.75% 547 through 636 8.75% 637 through 730 8.75% 731 through 821 10% 822 through 911 10% 912 through 1001 10% 1002 through 1095 10% (B) Any unused portion of the percentage of Securities (not including any Option Shares held by Key Management) a Restricted Holder may transfer pursuant to subsection 3.2(ii)(A) above for any given period may be carried over and added to the percentage permitted to be transferred in a subsequent period. (j) pursuant to Section 2 or 7 of this Agreement; provided, however, each member of Key Management acknowledges and agrees that he may not Transfer any Option Shares pursuant to Section 2 until the expiration of the Key Management Restricted Period, except that prior to the end of the applicable Key Management Restricted Period with respect to any Option Shares, each member of Key Management may request registration of fully vested Option Shares pursuant to Section 2.1 or 2.2 in an amount equal to the product of (i) the number of fully vested Option Shares then held by such member of Key Management and (ii) the quotient determined by dividing (A) the total number of shares of Common Stock requested by BTI or its Affiliates to be registered in such offering by (B) the aggregate number of shares of Common Stock beneficially owned by BTI and its Affiliates; or (k) transfers of fully vested Option Shares held Key Management that are made after a Qualifying Public Offering but before the fifth anniversary of the date of the option grant pursuant to which such Option Shares were acquired; provided, that (i) no more than ten percent (10%) of the fully vested Option Shares held by any individual may be transferred in any given calendar year pursuant to this Section 3.2(k), (ii) any unused portion of this ten percent (10%) from a given calendar year may be carried over to, and be available for transfers in, subsequent calendar years pursuant to this Section 3.2(k), and (iii) in no event can any individual transfer more than an aggregate of twenty five percent (25%) of their fully vested Option Shares pursuant to this Section 3.2(k).

Exempt Transfer. The restrictions contained in this Section 3 will not apply to any Transfer which is one of the following "Exempt TransfersEXEMPT TRANSFERS": (a) the Transfer by a partnership to its partners or retired partners in accordance with partnership interests; (b) the Transfer by a corporation to its shareholders in accordance with their interest in the corporation; (c) the Transfer by a limited liability company to its members in accordance with their interest in the limited liability company; (d) the Transfer by a Purchaser to such Purchaser's spouse, lineal descendant, father, mother, brother or sister ("Immediate FamilyIMMEDIATE FAMILY"); (e) the Transfer by a Purchaser to a custodian or trustee for the account of such Purchaser or such Purchaser's Immediate Family; (f) the Transfer by a Purchaser (other than Transfers of Option Shares by a member of Key Management) to any Affiliate of that Purchaser; (g) the Transfer to the Company or any other Purchaser; providedPROVIDED, howeverHOWEVER, that a member of Key Management may not Transfer any Option Shares to the Company or any other Purchaser during the Key Management Restricted Period (as defined below), except for Transfers to the Company in payment of the exercise price of any stock option granted pursuant to a stock option plan and/or option agreement of the Company; (h) a bona fide pledge or mortgage with a commercial lending institution that creates a mere security interest; (i) pursuant to Section 5 or 6 of this Agreement; PROVIDED, THATPROVIDED that: (i) Transfers of fully vested Option Shares held by Key Management may be made only after the fifth anniversary of the date of the option grant pursuant to which such Option Shares were acquired (the "Key Management Restricted PeriodKEY MANAGEMENT RESTRICTED PERIOD"); providedPROVIDED, howeverHOWEVER, that prior to the end of the applicable Key Management Restricted Period with respect to any fully vested Option Shares, each member of Key Management may exercise its co-sale rights under Section 6 on Transfers by BTI or its Affiliates; and (ii) Restricted Holders may not Transfer any of their respective Securities under this subsection 3.2(i) for a period of three (3) years from and including the closing date of the Company's first Qualifying Public Offering (the "IPO CLOSING DATE") (PROVIDED that if the Company consummates an IPO that is not a Qualifying Public Offering, the IPO Closing Date"Date shall be deemed to be the earlier of (x) the last day of any Qualifying Trading Period and (y) the closing date of such IPO if in connection with such IPO, all of the shares of the Series Preferred are converted into shares of Common Stock pursuant to the Restated Certificate); PROVIDED, HOWEVER, that: (Aa) Restricted Holders may transfer Transfer during each of the periods set forth below up to the percentage of their respective Securities (not including any Option Shares held by Key Management) outstanding on the IPO Closing Date set forth opposite such periods: Period (measured in days from IPO Closing Date) Percentage --------------------------- ---------- 1 through 180 0% 181 through 270 12.5% 271 through 365 12.5% 366 through 456 8.75% 457 through 546 8.75% 547 through 636 8.75% 637 through 730 8.75% 731 through 821 10% 822 through 911 10% 912 through 1001 10% 1002 through 1095 10% (B) Any unused portion of the percentage of Securities (not including any Option Shares held by Key Management) a Restricted Holder may transfer pursuant to subsection 3.2(ii)(A) above for any given period may be carried over and added to the percentage permitted to be transferred in a subsequent period. (j) pursuant to Section 2 or 7 of this Agreement; provided, however, each member of Key Management acknowledges and agrees that he may not Transfer any Option Shares pursuant to Section 2 until the expiration of the Key Management Restricted Period, except that prior to the end of the applicable Key Management Restricted Period with respect to any Option Shares, each member of Key Management may request registration of fully vested Option Shares pursuant to Section 2.1 or 2.2 in an amount equal to the product of (i) the number of fully vested Option Shares then held by such member of Key Management and (ii) the quotient determined by dividing (A) the total number of shares of Common Stock requested by BTI or its Affiliates to be registered in such offering by (B) the aggregate number of shares of Common Stock beneficially owned by BTI and its Affiliates; or (k) transfers of fully vested Option Shares held Key Management that are made after a Qualifying Public Offering but before the fifth anniversary of the date of the option grant pursuant to which such Option Shares were acquired; provided, that (i) no more than ten percent (10%) of the fully vested Option Shares held by any individual may be transferred in any given calendar year pursuant to this Section 3.2(k), (ii) any unused portion of this ten percent (10%) from a given calendar year may be carried over to, and be available for transfers in, subsequent calendar years pursuant to this Section 3.2(k), and (iii) in no event can any individual transfer more than an aggregate of twenty five percent (25%) of their fully vested Option Shares pursuant to this Section 3.2(k).

Exempt Transfer. The restrictions contained in this Section 3 will 6.2, Section 6.3 and Section 6.4 shall not apply to any Transfer of Equity Securities (i) which is one a redemption or repurchase by the Company of Shares held by the following "Exempt Transfers": (a) ESOP Holdco to fund repurchases of awards issued under the Transfer by a partnership to its partners or retired partners ESOP Holdco Plan in accordance with partnership interests; (b) the Transfer terms thereof, or is a redemption or repurchase by the Company of Shares held by the ESOP Holdco approved by the Directors present at a corporation to its shareholders duly called and convened meeting of the Board in accordance with their interest in the corporation; Section 3.3, (c) the Transfer by a limited liability company to its members in accordance with their interest in the limited liability company; (d) the Transfer by a Purchaser to such Purchaser's spouse, lineal descendant, father, mother, brother or sister ("Immediate Family"); (e) the Transfer by a Purchaser to a custodian or trustee for the account of such Purchaser or such Purchaser's Immediate Family; (f) the Transfer by a Purchaser (other than Transfers of Option Shares by a member of Key Management) to any Affiliate of that Purchaser; (g) the Transfer to the Company or any other Purchaser; provided, however, that a member of Key Management may not Transfer any Option Shares to the Company or any other Purchaser during the Key Management Restricted Period (as defined below), except for Transfers to the Company in payment of the exercise price of any stock option granted pursuant to a stock option plan and/or option agreement of the Company; (h) a bona fide pledge or mortgage with a commercial lending institution that creates a mere security interest; (iii) pursuant to Section 5 7.3 or 6 Section 7.5 of this Agreement; PROVIDED, THAT: (iiii) Transfers by Alibaba to any of fully vested Option Shares held by Key Management may its Affiliates, provided that, in the event that such transferee ceases to be made only after the fifth anniversary an Affiliate of Alibaba, any Equity Securities of the date of the option grant pursuant to which such Option Shares were acquired (the "Key Management Restricted Period"); provided, however, that prior to the end of the applicable Key Management Restricted Period with respect to any fully vested Option Shares, each member of Key Management may exercise its co-sale rights under Section 6 on Transfers by BTI or its Affiliates; and (ii) Restricted Holders may not Transfer any of their respective Securities under this subsection 3.2(i) for a period of three (3) years from and including the closing date of the Company's first Qualifying Public Offering (the "IPO Closing Date"); PROVIDED, HOWEVER, that: (A) Restricted Holders may transfer during each of the periods set forth below up to the percentage of their respective Securities (not including any Option Shares held by Key Management) outstanding on the IPO Closing Date set forth opposite such periods: Period (measured in days from IPO Closing Date) Percentage --------------------------- ---------- 1 through 180 0% 181 through 270 12.5% 271 through 365 12.5% 366 through 456 8.75% 457 through 546 8.75% 547 through 636 8.75% 637 through 730 8.75% 731 through 821 10% 822 through 911 10% 912 through 1001 10% 1002 through 1095 10% (B) Any unused portion of the percentage of Securities (not including any Option Shares held by Key Management) a Restricted Holder may transfer pursuant to subsection 3.2(ii)(A) above for any given period may be carried over and added to the percentage permitted to be transferred in a subsequent period. (j) pursuant to Section 2 or 7 of this Agreement; provided, however, each member of Key Management acknowledges and agrees that he may not Transfer any Option Shares pursuant to Section 2 until the expiration of the Key Management Restricted Period, except that prior to the end of the applicable Key Management Restricted Period with respect to any Option Shares, each member of Key Management may request registration of fully vested Option Shares pursuant to Section 2.1 or 2.2 in an amount equal to the product of (i) the number of fully vested Option Shares then Company held by such member transferee shall be Transferred back to Alibaba immediately, (iv) by Youche to any of Key Management its Affiliates that is neither an Alibaba Competitor nor a Company Competitor, provided that, in the event that such transferee ceases to be an Affiliate of Youche, any Equity Securities of the Company held by such transferee shall be Transferred back to Youche immediately, (v) by HE Xiaopeng (or his Principal Shareholder) to another Principal Shareholder or the ESOP Holdco, (vi) by XXX Xxxx or HE Tao (or their respective Principal Shareholder) to HE Xiaopeng (or his Principal Shareholder) or the ESOP Holdco, (vii) by the ESOP Holdco to any current or former employee of the Group Companies or as permitted under the ESOP Holdco Plan, (viii) by any recipient of awards under the ESOP Holdco Plan so long as such Transfer is permitted by the ESOP Holdco Plan, (ix) which is a redemption or repurchase by the Company of Equity Securities issued under the ESOP Plans, or (x) by any recipient of awards under the ESOP Plans so long as such Transfer is permitted by the ESOP Plans. Notwithstanding the foregoing sub-clause (v), any Excessive Principal Transfer shall (x) require the prior written consent of Alibaba, and (iiy) be subject to the quotient determined by dividing (A) the total number terms and conditions of shares of Common Stock requested by BTI or its Affiliates to be registered in such offering by (B) the aggregate number of shares of Common Stock beneficially owned by BTI and its Affiliates; or (k) transfers of fully vested Option Shares held Key Management that are made after Section 6.2(b). For purposes hereof, “Excessive Principal Transfer” means a Qualifying Public Offering but before the fifth anniversary Transfer of the date Equity Securities of the option grant pursuant Company by HE Xiaopeng (and his Principal Shareholder) to which XXX Xxxx or HE Tao (or their respective Principal Shareholder) or the ESOP Holdco that, when aggregated with all such Option Shares were acquired; providedTransfers after September 12, 2019, will result in HE Xiaopeng (and his Principal Shareholder) having transferred to XXX Xxxx or HE Tao (or their respective Principal Shareholder) or the ESOP Holdco Equity Securities of the Company that (i) no represent more than ten five percent (105%) of the fully vested Option Company’s issued and outstanding Shares held by any individual may be transferred in any given calendar year pursuant (on an as-converted and fully-diluted basis) immediately prior to this Section 3.2(k), (ii) any unused portion of this ten percent (10%) from a given calendar year may be carried over to, and be available for transfers in, subsequent calendar years pursuant to this Section 3.2(k), and (iii) in no event can any individual transfer more than an aggregate of twenty five percent (25%) of their fully vested Option Shares pursuant to this Section 3.2(k)the proposed Transfer.

Exempt Transfer. The restrictions contained in this Section 3 will not apply to any Transfer which is one of the following "Exempt Transfers": (a) the Transfer by a partnership to its partners or retired partners in accordance with partnership interests; (b) the Transfer by a corporation to its shareholders in accordance with their interest in the corporation; (c) the Transfer by a limited liability company to its members in accordance with their interest in the limited liability company; (d) the Transfer by a Purchaser to such Purchaser's spouse, lineal descendant, father, mother, brother or sister ("Immediate Family"); (e) the Transfer by a Purchaser to a custodian or trustee for the account of such Purchaser or such Purchaser's Immediate Family; (f) the Transfer by a Purchaser (other than Transfers of Option Shares by a member of Key Management) to any Affiliate of that Purchaser; (g) the Transfer to the Company or any other Purchaser; provided, however, that a member of Key Management may not Transfer any Option Shares to the Company or any other Purchaser during the Key Management Restricted Period (as defined below), except for Transfers to the Company in payment of the exercise price of any stock option granted pursuant to a stock option plan and/or option agreement of the Company; (h) a bona fide pledge or mortgage with a commercial lending institution that creates a mere security interest; (i) pursuant to Section 5 or 6 of this Agreement; PROVIDEDprovided, THATthat: (i) Transfers of fully vested Option Shares held by Key Management may be made only after the fifth anniversary of the date of the option grant pursuant to which such Option Shares were acquired (the "Key Management Restricted Period"); provided, however, that prior to the end of the applicable Key Management Restricted Period with respect to any fully vested Option Shares, each member of Key Management may exercise its co-sale rights under Section 6 on Transfers by BTI or its Affiliates; and (ii) Restricted Holders may not Transfer any of their respective Securities under this subsection 3.2(i) for a period of three (3) years from and including the closing date of the Company's first Qualifying Public Offering (the "IPO Closing Date"); PROVIDEDprovided, HOWEVERhowever, that: (A) Restricted Holders may transfer during each of the periods set forth below up to the percentage of their respective Securities (not including any Option Shares held by Key Management) outstanding on the IPO Closing Date set forth opposite such periods: Period (measured in days from IPO Closing Date) Percentage --------------------------- ---------- 1 through 180 0% 181 through 270 12.5% 271 through 365 12.5% 366 through 456 8.75% 457 through 546 8.75% 547 through 636 8.75% 637 through 730 8.75% 731 through 821 10% 822 through 911 10% 912 through 1001 10% 1002 through 1095 10% (B) Any unused portion of the percentage of Securities (not including any Option Shares held by Key Management) a Restricted Holder may transfer pursuant to subsection 3.2(ii)(A) above for any given period may be carried over and added to the percentage permitted to be transferred in a subsequent period. (j) pursuant to Section 2 or 7 of this Agreement; provided, however, each member of Key Management acknowledges and agrees that he may not Transfer any Option Shares pursuant to Section 2 until the expiration of the Key Management Restricted Period, except that prior to the end of the applicable Key Management Restricted Period with respect to any Option Shares, each member of Key Management may request registration of fully vested Option Shares pursuant to Section 2.1 or 2.2 in an amount equal to the product of (i) the number of fully vested Option Shares then held by such member of Key Management and (ii) the quotient determined by dividing (A) the total number of shares of Common Stock requested by BTI or its Affiliates to be registered in such offering by (B) the aggregate number of shares of Common Stock beneficially owned by BTI and its Affiliates; or (k) transfers of fully vested Option Shares held Key Management that are made after a Qualifying Public Offering but before the fifth anniversary of the date of the option grant pursuant to which such Option Shares were acquired; provided, that (i) no more than ten percent (10%) of the fully vested Option Shares held by any individual may be transferred in any given calendar year pursuant to this Section 3.2(k), (ii) any unused portion of this ten percent (10%) from a given calendar year may be carried over to, and be available for transfers in, subsequent calendar years pursuant to this Section 3.2(k), and (iii) in no event can any individual transfer more than an aggregate of twenty five percent (25%) of their fully vested Option Shares pursuant to this Section 3.2(k).