Common use of Exempt Transfers Clause in Contracts

Exempt Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 3 and 5 shall not apply: (a) in the case of a Holder that is an entity, upon a Transfer by such Holder to Persons who are its direct or indirect stockholders, members, partners or other equity holders as of the date hereof and in the case of any of the foregoing that is an entity, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (b) to a repurchase of Parent Shares from a Holder by Parent; (c) in the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made for bona fide estate planning purposes, either during his lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by Parent’s Board of Directors (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Holder Trust”); (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c) of this Section 4, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; (e) in the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made to such Holder’s former spouse in connection with a divorce or other marital dissolution; or (f) upon a Transfer of Parent Shares by a Holder to a Person who is already a Holder and is party to this Agreement; provided that in the case of clause(s) (a), (c), (d) or (e), such Transfer shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers prior written notice to Parent of such Transfer and such Parent Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Transferee”), as a condition to such issuance, agrees in writing to be bound by the terms of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in the form attached as Exhibit A hereto as confirmation that such Transferee shall be bound by all the terms and conditions of this Agreement as a Holder (but only with respect to the securities so Transferred to the Transferee), including the obligations of a Holder with respect to Proposed Holder Transfers of such Parent Shares pursuant to Section 3; and provided, further, in the case of any Transfer pursuant to clause (a), (c) or (e) above, that such Transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfer.

Exempt Transfers. Notwithstanding the foregoing or anything to the contrary contained herein, the provisions right of Sections 3 first refusal and 5 co-sale rights of the Preferred Holders shall not apply: apply to (a) any Transfer or Transfers made pursuant to Section 5 below, (b) any repurchase of Shares by the Company pursuant to any right of repurchase in the event of a termination of employment or consulting relationship or pursuant to the terms of the ESOP, (c) any transfer to (x) an Affiliate of the Selling Shareholder or (y) wholly-owned subsidiary of the Selling Shareholder which is directly or indirectly controlled by the Selling Shareholder, provided that the transferee so transferred shall not be a Competitor of any of the Group Companies, (d) in the case of a Holder that is an entity, upon a Transfer by such Holder to Persons who are its direct or indirect stockholders, members, partners or other equity holders as of the date hereof and in the case of any of the foregoing that is an entity, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (b) to a repurchase of Parent Shares from a Holder by Parent; (c) in the case of a Holder Transferor that is a natural person, transfers by the Transferor upon a Transfer of Parent Shares by such Holder made for bona fide estate planning purposes, either during his lifetime or on her death by will or intestacy to his or her spousesiblings, child (natural children, grandchildren, spouse or adopted)any other relatives approved by unanimous consent of the Board, or any other direct lineal descendant transfer to the parents, children or spouse, or to trusts for the exclusive benefit of such Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”)persons, or any other relative/person approved by Parent’s Board of Directors (such relative/person, an “Approved Person”), or any custodian or trustee of any Common Holder for bona fide tax and/or estate planning purposes, (e) any transfer by a Founder to any person (either individual, firm, corporation, partnership, trust, partnership incorporated or limited liability company for the benefit ofunincorporated association, or the ownership interests of which are owned wholly byjoint venture, such Holder and/or any such family members or Approved Person (such trustjoint stock company, partnership or limited liability company, a “Holder Trust”); or other entity of any kind) not exceeding, when aggregated with all of the Shares previously transferred by such Founder, ten per cent (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c10%) of this Section 4all Shares held by him at the time of transfer, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; (e) in the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made to such Holder’s former spouse in connection with a divorce or other marital dissolution; or (f) upon a Transfer of Parent Shares by a Holder to a Person who is already a Holder and is party to this Agreement; provided that in without limiting the case of clause(s) foregoing subsection (a), any transfer by Fidelity to any Fidelity Persons or charitable organization and (g) the Company’s Transfer, repurchase and cancellation of up to 56,067,952 Common Shares that the Company held in its own name as of March 1, 2011 (the “Treasury Shares”), provided that the transferee so transferred shall not be a Competitor of any of the Group Companies (each transferee pursuant to the foregoing subsections (c), (d) or ), (e) and (f), such Transfer shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers prior written notice to Parent of such Transfer and such Parent Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Permitted Transferee”), as a condition ; provided that adequate documentation therefor is provided to the Investors to their satisfaction and that any such issuance, Permitted Transferee agrees in writing to be bound by the terms of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in place of the form attached as Exhibit A hereto as confirmation that such Transferee shall be bound by all the terms and conditions of this Agreement as a Holder (but only with respect to the securities so Transferred to the Transferee), including the obligations of a Holder with respect to Proposed Holder Transfers of such Parent Shares pursuant to Section 3relevant transferor; and provided, further, in the case that such transferor shall remain liable for any breach by such Permitted Transferee of any Transfer pursuant provision hereunder. Each Shareholder (other than the Selling Shareholder) hereby waives its right of first refusal and right of co-sale under this Section 4 in respect of such transfer of Restricted Shares to clause any Permitted Transferee. For the purpose of this Agreement, “Fidelity Persons” means (a1) Fidelity International Limited (“FIL”), a company incorporated in Bermuda, and any subsidiary undertaking of FIL from time to time (c) or FIL and its subsidiary undertakings being the “FIL Group”); (e) above, that such Transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfer.2)

Exempt Transfers. Notwithstanding the foregoing or anything to the contrary contained herein, the provisions of Sections 3 and 5 any right or restriction as provided in this Section 4 shall not apply: apply to (a) any repurchase of Shares by the Company pursuant to any right of repurchase in the case event of a Holder termination of employment or consulting relationship or pursuant to the terms of the ESOP, (b) any transfer to (x) the immediate family member of the Selling Shareholder or any entity that is wholly owned by the Selling Shareholder, if the Selling Shareholder is a Founder or Founder Holdco, or (y) an entity, upon a Transfer by such Holder to Persons who are its direct or indirect stockholders, members, partners or other equity holders as Affiliate of the date hereof and in Selling Shareholder, if the case Selling Shareholder is a shareholder of the Company other than any Founder or Founder Holdco, provided that the transferee so transferred shall not be a Competitor of any of the foregoing that is an entityGroup Companies, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (b) to a repurchase of Parent Shares from a Holder by Parent; (c) in the case of a Holder Transferor that is a natural person, transfers by the Transferor upon a Transfer of Parent Shares by such Holder made for bona fide estate planning purposes, either during his lifetime or on her death by will or intestacy to his or her spousesiblings, child (natural children, grandchildren, spouse or adopted)any other relatives approved by unanimous consent of the Board, or any other direct lineal descendant transfer to the parents, children or spouse, or to trusts for the exclusive benefit of such Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”)persons, or any other relative/person approved by Parent’s Board of Directors (such relative/person, an “Approved Person”), or any custodian or trustee of any trustCommon Holder for bona fide tax and/or estate planning purposes, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Holder Trust”); (d) in the event that any transfer by a Holder Founder or a Partner to any Person not exceeding ten per cent (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c10%) of all Shares held by him on the date hereof (for the purpose of this Section 4Agreement, upon “Partners” mean collectively Xxxxx Xxxx, a Transfer by such Holder Trust PRC citizen whose ID number is ****, and Xxxx Xxxxxxxx, a PRC citizen whose ID number is ****; and “Partner” means any of any such Parent Shares back to the Transferring Holder; them), (e) in notwithstanding the case foregoing subsection (d), any repurchase of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made the Company from the Founders pursuant to such Holder’s former spouse in connection with a divorce or other marital dissolution; or the Xiaomi Share Pursuant Agreement and any transfer of additional 532,328 Shares by Xxxxx Xxxx to any Person, and (f) upon a Transfer of Parent Shares without limiting the foregoing subsection (a), any transfer by a Holder Fidelity to a Person who is already a Holder and is party to this Agreement; any Fidelity Persons or charitable organization, provided that in the case transferee so transferred shall not be a Competitor of clause(s) any of the Group Companies (aeach transferee pursuant to the foregoing subsections (b), (c), (d) or ), (e) and (f), such Transfer shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers prior written notice to Parent of such Transfer and such Parent Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Permitted Transferee”), as a condition ; provided that adequate documentation therefor is provided to the Investors to their satisfaction and that any such issuance, Permitted Transferee agrees in writing to be bound by the terms of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in place of the form attached as Exhibit A hereto as confirmation that such Transferee shall be bound by all the terms and conditions of this Agreement as a Holder (but only with respect to the securities so Transferred to the Transferee), including the obligations of a Holder with respect to Proposed Holder Transfers of such Parent Shares pursuant to Section 3relevant transferor; and provided, further, in the case that such transferor shall remain liable for any breach by such Permitted Transferee of any Transfer pursuant provision hereunder. Each Shareholder (other than the Selling Shareholder) hereby waives its right of first refusal and right of co-sale under this Section 4 in respect of such transfer of Restricted Shares to clause any Permitted Transferee. For the purpose of this Agreement, “Fidelity Persons” means (a1) Fidelity International Limited (“FIL”), a company incorporated in Bermuda, and any subsidiary undertaking of FIL from time to time (c) or FIL and its subsidiary undertakings being the “FIL Group”); (e) above, that such Transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfer.2)

Exempt Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 3 5(a), (c) and 5 (e) shall not apply: (ai) in the case of a Holder holder of Investor Units and Common Units that is an entity, upon a Transfer transfer by such Holder holder to Persons who are its direct or indirect stockholdersAffiliates, members, partners or other equity holders as of the date hereof and in the case of any of the foregoing that is an entity, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (bii) to a repurchase of Parent Shares Common Units from a Holder Common Unitholder by Parent; the Company at a price no greater than that originally paid by such Common Unitholder for such Common Units and pursuant to an agreement containing vesting and/or repurchase provisions approved by the Board, (ciii) in the case of a Holder Common Unitholder that is a natural person, upon a transfer of Transfer of Parent Shares Securities by such Holder Common Unitholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy intestacy, to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Holder Common Unitholder (or his or her spouse) (all of the foregoing collectively referred to as “family membersFamily Members”), or any other relative/person relative approved by Parent’s Board of Directors (such relative/person, an “Approved Person”)the Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder and/or Common Unitholder or any such family members Family Members, (iv) a transfer of equity securities of the Company owned by BioValve Technologies, Inc. secured by a promissory note held by Xxxxxxxxx Xxxxxx to Xxxxxxxxx Xxxxxx or Approved Person an entity controlled by Xxxxxxxxx Xxxxxx, (such trustv) a transfer by Auda Capital IV Co-Investment GMBH & Co. KG to any entity managed by Auda Capital or Xxxxxx Health, partnership or limited liability company, a “Holder Trust”); (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c) of this Section 4, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; (evi) in the case of a Holder that is a natural personholder of Investor Units, upon a Transfer of Parent Shares transfer by such Holder made holder to another Investor or an Affiliate of such Holder’s former spouse in connection with a divorce or other marital dissolution; Investor or (fvii) upon a Proposed Transfer of Parent Shares approved by a Holder to a Person who is already a Holder and is party to this Agreementthe Board; provided that in the case of clause(s) clauses (ai), (ciii), (div), (v), (vi) or and (evii), such Transfer shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers prior written notice to Parent of such Transfer and such Parent Shares Securities shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Transferee”)transferee shall, as a condition to such issuance, agrees in writing comply with Section 5.4 of the LLC Agreement and deliver a counterpart signature page to be bound by the terms of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in the form attached as Exhibit A hereto as confirmation that such Transferee transferee shall be bound by all the terms and conditions of this Agreement as a Holder (but only with respect to the securities so Transferred to the Transferee)an Investor or Common Unitholder, as applicable, including the obligations of a Holder with respect to Proposed Holder Transfers of such Parent Shares pursuant to Section 3Transfer Securities; and provided, further, in the case of any Transfer transfer pursuant to clause (a), (c) or (eiii) above, that such Transfer transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfertransfer.

Exempt Transfers. Notwithstanding the foregoing or anything to the contrary contained herein, the provisions right of Sections 3 first refusal of the Company, and 5 the right of first refusal and co-sale rights of the Preferred Holders shall not apply: apply to (a) any Transfer or Transfers made pursuant to Section 6 below, (b) any sale or transfer of Ordinary Shares to the Company pursuant to a repurchase right in the event of a termination of employment or consulting relationship or pursuant to the terms of the ESOP; (c) any transfer of Equity Securities by the Key Holders to the Founder, the Founder’s spouse, children or parents (the “Founder Family”), trustee of any trust in which the sole beneficiaries are members of the Founder Family, or an entity one hundred percent (100%) owned by members of the Founder Family (collectively, the “Founder Permitted Transferees”); and (d) subject to Section 4.6, any transfer of Equity Securities by a Preferred Holder to any Affiliate thereof (including partnerships and limited liability companies); provided however, each transferee shall execute a joinder agreement in the form attached hereto as Exhibit A. Each transferee pursuant to the foregoing subsections (a), (b), (c) and (d) is hereinafter referred to as a “Permitted Transferee”. An “Affiliate” means (x) with respect to a Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person; and (y) in the case of an individual, shall include, without limitation, his spouse, child, brother, sister, parent, trustee of any trust in which such individual or any of his immediate family members is a Holder that is an entitybeneficiary or a discretionary object, upon a Transfer or any entity or company controlled by such Holder to Persons who are its direct or indirect stockholders, members, partners or other equity holders as of the date hereof and in the case of any of the foregoing that is an entity, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (b) to a repurchase of Parent Shares from a Holder by Parent; (c) in aforesaid Persons. In the case of a Holder Preferred Shareholder, “Affiliate” shall include (i) any Person who holds Preferred Shares as a nominee for such Preferred Shareholder, (ii) any shareholder of such Preferred Shareholder, (iii) any entity or individual who has a direct or indirect interest in such Preferred Shareholder (including, if applicable, any general partner or limited partner) or any fund manager thereof, (iv) any Person that directly or indirectly controls, is a natural personcontrolled by, upon a Transfer of Parent Shares under common control with, or is managed by such Holder made for bona fide estate planning purposesPreferred Shareholder or its fund manager, either during his lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or v) the relatives of any other direct lineal descendant of such Holder (or his or her spouse) (all of the foregoing collectively individual referred to as “family members”)in (iii) above, and (vi) any trust controlled by or any other relative/person approved by Parent’s Board of Directors (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company held for the benefit ofof such individuals. For the avoidance of doubt, or the ownership interests of which are owned wholly by, such Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Holder Trust”); (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c) of this Section 4, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; (e) in the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made to such Holder’s former spouse in connection with a divorce or other marital dissolution; or (f) upon a Transfer of Parent Shares by a Holder to a Person who is already a Holder and is party to this Agreement; provided that in the case of clause(s) (a), (c), (d) or (e), such Transfer Preferred Shareholders shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers prior written notice to Parent of such Transfer and such Parent Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Transferee”), as a condition to such issuance, agrees in writing deemed to be bound by the terms of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in the form attached as Exhibit A hereto as confirmation that such Transferee shall be bound by all the terms and conditions of this Agreement as a Holder (but only with respect to the securities so Transferred to the Transferee), including the obligations of a Holder with respect to Proposed Holder Transfers of such Parent Shares pursuant to Section 3; and provided, further, in the case an Affiliate of any Transfer pursuant to clause (a), (c) or (e) above, that such Transfer is made pursuant to a transaction in which there is no consideration actually paid for such TransferGroup Company.

Exempt Transfers. Notwithstanding the foregoing or anything to the contrary contained herein, the provisions of Sections 3 and 5 any right or restriction as provided in this Section 4 shall not apply: apply to (a) any repurchase of Shares by the Company pursuant to any right of repurchase in the case event of a Holder termination of employment or consulting relationship or pursuant to the terms of the ESOP, (b) any transfer to (x) the immediate family member of the Selling Shareholder or any entity that is wholly owned by the Selling Shareholder, if the Selling Shareholder is a Founder or Founder Holdco, or (y) an entity, upon a Transfer by such Holder to Persons who are its direct or indirect stockholders, members, partners or other equity holders as Affiliate of the date hereof and in Selling Shareholder, if the case Selling Shareholder is a shareholder of the Company other than any Founder or Founder Holdco, provided that the transferee so transferred shall not be a Competitor of any of the foregoing that is an entityGroup Companies, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (b) to a repurchase of Parent Shares from a Holder by Parent; (c) in the case of a Holder Transferor that is a natural person, transfers by the Transferor upon a Transfer of Parent Shares by such Holder made for bona fide estate planning purposes, either during his lifetime or on her death by will or intestacy to his or her spousesiblings, child (natural children, grandchildren, spouse or adopted)any other relatives approved by unanimous consent of the Board, or any other direct lineal descendant transfer to the parents, children or spouse, or to trusts for the exclusive benefit of such persons, of any Common Holder for bona fide tax and/or estate planning purposes, (d) any transfer by a Founder or his or her spouse) (a Partner to any Person not exceeding, when aggregated with all of the foregoing Shares previously transferred by such Founder or Partner, ten per cent (10%) of all Shares held by him on the date hereof (for the purpose of this Agreement, “Partners” mean collectively referred to as Xxxxx Xxxx, a PRC citizen whose ID number is ***, and Xxxx Xxxxxxxx, a PRC citizen whose ID number is ***; and “family members”Partner” means any of them), or any other relative/person approved by Parent’s Board of Directors (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Holder Trust”); (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c) of this Section 4, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; and (e) in without limiting the case of a Holder that is a natural personforegoing subsection (a), upon a Transfer of Parent Shares any transfer by such Holder made Fidelity to such Holder’s former spouse in connection with a divorce any Fidelity Persons or other marital dissolution; or (f) upon a Transfer of Parent Shares by a Holder to a Person who is already a Holder and is party to this Agreement; charitable organization, provided that in the case transferee so transferred shall not be a Competitor of clause(s) any of the Group Companies (aeach transferee pursuant to the foregoing subsections (b), (c), (d) or and (e), such Transfer shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers prior written notice to Parent of such Transfer and such Parent Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Permitted Transferee”), as a condition ; provided that adequate documentation therefor is provided to such issuance, agrees in writing to be bound by the terms of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in the form attached as Exhibit A hereto as confirmation that such Transferee shall be bound by all the terms and conditions of this Agreement as a Holder (but only with respect to the securities so Transferred to the Transferee), including the obligations of a Holder with respect to Proposed Holder Transfers of such Parent Shares pursuant to Section 3; and provided, further, in the case of any Transfer pursuant to clause (a), (c) or (e) above, that such Transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfer.the

Exempt Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 3 5.1 and 5 5.2 shall not apply: (a) in the case of an Investor, to an Affiliate of such Investor; (b) in the case of a Key Holder that is an entity, upon a Transfer transfer by such Key Holder to Persons who are its direct or indirect stockholders, members, partners or other equity holders as of the date hereof and in the case of any of the foregoing that is an entityholders, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (bc) to a repurchase of Parent Shares Transfer Stock from a Key Holder by Parent; the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (cd) in the case of a Key Holder or an Investor that is a natural person, upon a transfer of Transfer of Parent Shares Stock by such Key Holder or Investor made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder or Investor (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by Parent’s unanimous consent of the full Board of Directors (such relative/person, an “Approved Person”)of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or or Investor or any such family members or Approved Person (such trust, partnership or limited liability company, a “Holder Trust”); (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c) of this Section 4, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; (e) in the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made to such Holder’s former spouse in connection with a divorce or other marital dissolution; or (f) upon a Transfer of Parent Shares by a Holder to a Person who is already a Holder and is party to this Agreementmembers; provided that in the case of clause(s) (a), (c), (db) or (ed), such Transfer the Key Holder or Investor shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers deliver prior written notice to Parent the Investors of such Transfer transfer and such Parent Shares shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Transferee”)transferee shall, as a condition to such issuance, agrees in writing deliver a counterpart signature page to be bound by the terms of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in the form attached as Exhibit A hereto as confirmation that such Transferee transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder or Investor, as applicable (but only with respect to the securities so Transferred transferred to the Transfereetransferee), including the obligations of a Key Holder or Investor with respect to Proposed Key Holder Transfers or Proposed Investor Transfers (as applicable) of such Parent Shares Transfer Stock pursuant to Section 35; and provided, further, in the case of any Transfer transfer pursuant to clause (a), (cb) or (ed) above, that such Transfer transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfertransfer.

Exempt Transfers. (a) Notwithstanding the foregoing or anything foregoing, the co-sale rights of the Purchasers shall not apply to any transfer to the contrary hereinancestors, descendants or spouse or to trusts for the benefit of such persons or the transferring Stockholder or Purchaser or to any transfer by an Purchaser to a partner or affiliate of such Purchaser, or a retired partner of such Purchaser who retires after the date hereof; or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to such partner's spouse or to the siblings, lineal descendants or ancestors of such partner or such partner's spouse; provided that (A) the transferring Stockholder or Purchaser shall inform the Purchasers or the Company (which shall then inform the Purchasers) of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Purchasers with a written agreement to be bound by and comply with all provisions of Section 4 of this Agreement. Such transferred Stock shall remain "Stock" hereunder, and such pledgee, transferee shall be treated as a "Stockholder" or "Purchaser," as applicable, for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Sections 3 and 5 Section 4 shall not apply: apply to the sale of any Stock (ai) to the public pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act or (ii) to the Company pursuant to the terms of the Company's repurchase rights set forth in restricted stock purchase agreements with the case Stockholders or in connection with the termination of a Holder that is an entityStockholder's employment with the Company or (iii) if prior to such sale, upon a Transfer by such Holder to Persons who are its direct or indirect stockholders, members, partners or other equity holders as the Stockholder held less than one percent (1%) of the date hereof and in the case of any of the foregoing that is an entity, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (b) to a repurchase of Parent Shares from a Holder by Parent; Company's outstanding shares. (c) This Section 4 shall in no manner limit the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made for bona fide estate planning purposes, either during his lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Holder (or his or her spouse) (all right of the foregoing collectively referred Company to as “family members”)repurchase securities from Stockholders, consultants, employees or any other relative/person approved by Parent’s Board of Directors (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Holder Trust”); (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares directors pursuant to a Holder Trust in accordance with clause (c) of this Section 4, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; (e) in the case of a Holder that is a natural person, upon a Transfer of Parent Shares by such Holder made to such Holder’s former spouse in connection with a divorce or other marital dissolution; or (f) upon a Transfer of Parent Shares by a Holder to a Person who is already a Holder its repurchase rights and is party to this Agreement; provided that in the case of clause(s) (a), (c), (d) or (e), such Transfer shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers prior written notice to Parent of such Transfer and such Parent Shares shall at all times remain subject to the terms and restrictions first refusal rights set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Transferee”), as a condition to such issuance, agrees in writing to be bound by the terms of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in the form attached as Exhibit A hereto as confirmation that such Transferee shall be bound by all the terms and conditions of this Agreement as a Holder (but only with respect to the securities so Transferred to the Transferee), including the obligations of a Holder with respect to Proposed Holder Transfers of such Parent Shares pursuant to Section 3; and provided, further, in the case of any Transfer pursuant to clause (a), (c) or (e) above, that such Transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transferapplicable stock purchase agreements.

Exempt Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 3 5(a) and 5 shall (c) not apply: (ai) in the case of a Holder holder of Investor Shares or Other Shares that is an entity, upon a Transfer transfer by such Holder holder to Persons who are its direct or indirect stockholdersAffiliates, members, partners or other equity holders as of the date hereof and in the case of any of the foregoing that is an entity, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (bii) to a repurchase of Parent Other Shares from an Other Stockholder by the Company at a Holder price no greater than that originally paid by Parent; such Other Stockholder for such Other Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by the Board, (ciii) in the case of a Holder an Other Stockholder that is a natural person, upon a transfer of Transfer of Parent Shares Stock by such Holder Other Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy intestacy, to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Holder Other Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family membersFamily Members”), or any other relative/person relative approved by Parent’s Board of Directors (such relative/person, an “Approved Person”)the Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder and/or Other Stockholder or any such family members or Approved Person Family Members, (such trust, partnership or limited liability company, a “Holder Trust”); (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c) of this Section 4, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; (eiv) in the case of a Holder that is a natural personholder of Investor Shares, upon a Transfer of Parent Shares transfer by such Holder made holder to another Investor or an Affiliate of such Holder’s former spouse in connection with a divorce or other marital dissolution; Investor or (fv) upon a Proposed Transfer of Parent Shares approved by a Holder to a Person who is already a Holder and is party to this AgreementHoldings; provided that in the case of clause(s) clauses (ai), (ciii), (d) or iv), and (ev), such shares of Transfer shall not be effective until (x) the Holder (or the Holder Trust, as the case may be) delivers prior written notice to Parent of such Transfer and such Parent Shares Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Transferee”)transferee shall, as a condition to such issuance, agrees in writing deliver a counterpart signature page to be bound by the terms of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in the form attached as Exhibit A hereto as confirmation that such Transferee transferee shall be bound by all the terms and conditions of this Agreement as a Holder (but only with respect to the securities so Transferred to the Transferee)an Investor or Other Stockholder, as applicable, including the obligations of a Holder with respect to Proposed Holder Transfers of such Parent Shares pursuant to Section 3Transfer Stock; and provided, further, in the case of any Transfer transfer pursuant to clause (a), (c) or (eiii) above, that such Transfer transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfertransfer.

Exempt Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 3 2.1 and 5 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a Transfer transfer by such Key Holder to Persons who are its direct or indirect stockholders, members, partners or other equity holders as of the date hereof and in the case of any of the foregoing that is an entityholders, to the direct or indirect stockholders, members, partners or other equity holders thereof as of the date hereof, and so on up the ownership chain; (b) to a repurchase of Parent Shares Transfer Stock from a Key Holder by Parent; the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the disinterested members of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge (d) in the case of a Key Holder that is a natural person, upon a transfer of Transfer of Parent Shares Stock by such Key Holder made for bona fide estate planning purposes, either during his such Person’s lifetime or on death by will or intestacy to his such Person’s spouse, including any life partner or her spousesimilar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his such Person’s spouse, including any life partner or her spousesimilar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by Parent’s Board of Directors (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or partnership, limited liability company or other corporate entity for the benefit of, or the ownership interests of which are owned wholly by, by such Key Holder and/or or any such family members members, or Approved Person any other person approved (such trust, partnership or limited liability company, a “Holder Trust”); (d) in the event that a Holder (the “Transferring Holder”) had previously Transferred any Parent Shares to a Holder Trust in accordance with clause (c) of this Section 4, upon a Transfer by such Holder Trust of any such Parent Shares back to the Transferring Holder; (ei) in the case where three (3) or fewer directors are then in office, by unanimous consent of the Board of Directors, (ii) in the case where four (4) or more directors are then in office, by the Board of Directors, or (iii) in either case, by a Holder that is a natural person, upon a Transfer majority of Parent Shares by such Holder made to such Holder’s former spouse in connection with a divorce or other marital dissolutionthe disinterested members of the Board of Directors; or (fe) upon a to the sale by the Key Holder of up to two percent (2%) of the Transfer Stock held by such Key Holder as of Parent Shares by a the date that such Key Holder to a Person who is already a Holder and is first became party to this Agreement; provided that in the case of clause(s) clauses (a), (c), (d) ), or (e), such Transfer shall not be effective until (x) the Key Holder (or the Holder Trust, as the case may be) delivers shall deliver prior written notice to Parent the Investors of such Transfer pledge, gift or transfer and such Parent Shares shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and (y) such Person who receives Parent Shares pursuant to a Transfer in compliance with this Section 4 (a “Transferee”)transferee shall, as a condition to such issuanceTransfer, agrees in writing deliver a counterpart signature page to be bound by the terms of this Agreement by executing and delivering to Parent pursuant to Section 7.5 a joinder in the form attached as Exhibit A hereto as confirmation that such Transferee transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so Transferred transferred to the Transfereetransferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Parent Shares Transfer Stock pursuant to Section 32; and provided, further, in the case of any Transfer transfer pursuant to clause (a), (c) or (ed) above, that such Transfer transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfertransfer.