Common use of Exempt Transfers Clause in Contracts

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.1: (a) A transfer to or for the benefit of any spouse, child or grandchild of an Investor Member, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to section 8.1.5(a), (i) the transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.1: (a) A transfer to or for the benefit of any spouse, child or grandchild of an Investor Member, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to section 8.1.5(a8.1.6(a), (i) the transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a8.1.6(a).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.1: (a) A transfer upon death; (b) A transfer to or for the benefit of any spouse, child or grandchild of an Investor a Member, or to a trust for their exclusive benefit; (bc) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (cd) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); . provided, however, that in the case of a transfer pursuant to section 8.1.5(a8.1.5(b), (i) the transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a8.1.5(b).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.18.1.1 and section 8.1.2: (a) A transfer to or for the benefit of any spouse, child or grandchild of a Transferor who is an Investor Memberindividual, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation)) to a third party; provided, however, that in the case of a transfer pursuant to section 8.1.5(a), 8.1.4(a) (i) the transferred Transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a8.1.4(a).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.1: (a) A transfer to or for the benefit of any spouse, child or grandchild of an Investor Member, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to section 8.1.5(a8.1.7(a), (i) the transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a8.1.7(a).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.19.3: (a) 9.7.1 A transfer to or for the benefit of any spouse, child or grandchild of an Investor Member, or to a trust for their exclusive benefit; (b) 9.7.2 Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) 9.7.3 The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to section 8.1.5(a)9.7.1, (i) the transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a)9.7.1.

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.1: (a) A transfer to or for the benefit of any spouse, child or grandchild of an Investor Member, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); P a g e | 15 provided, however, that in the case of a transfer pursuant to section 8.1.5(a), (i) the transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.18.1.1 and section 8.1.2: (a) A transfer to or for the benefit of any spouse, child or grandchild of a Transferor who is an Investor Memberindividual, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of ) to a transfer pursuant to section 8.1.5(a), third party; (a) (i) the transferred Transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a8.1.4(a).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.1: (a) A transfer to or for the benefit of any spouse, child or grandchild of an Investor Member, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to section 8.1.5(a), (i) the transferred Investor Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Investor Shares shall not thereafter be transferred further in reliance on section 8.1.5(a).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.19.1.1: (a) A transfer to or for the benefit of any spouse, child or grandchild of a Transferor who is an Investor Memberindividual, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation)) to a third party; provided, however, that in the case of a transfer pursuant to section 8.1.5(a), 9.1.3(a) (i) the transferred Transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a9.1.3(a).. P a g e | 3

Exempt Transfers. The following transactions shall be exempt from the provisions of section Section 8.1: (a) A transfer to or for the benefit of any spouse, child or grandchild of an Investor a Class A Member, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to section Section 8.1.5(a), (i) the transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section Section 8.1.5(a).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.18.1.3: (a) A transfer to or for the benefit of any spouse, child or grandchild of an Investor Member, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to section 8.1.5(a), (i) the transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.1: (a) A transfer to or for the benefit of any spouse, child or grandchild of an Investor Member, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to section 8.1.5(a8.1.4(a), (i) the transferred Shares shall remain subject to this Agreement, (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a8.1.4 (a).

Exempt Transfers. The following transactions shall be exempt from the provisions of section 8.1: (a) A transfer to or for the benefit of any spouse, child or grandchild of an Investor Member, or to a trust for their exclusive benefit; (b) Any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended; and (c) The sale of all or substantially all of the interests of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to section 8.1.5(a), ) (i) the transferred Shares shall remain subject to this Agreement, ; (ii) the transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement, ; and (iii) the transferred Shares shall not thereafter be transferred further in reliance on section 8.1.5(a).