Common use of Exempt Transfers Clause in Contracts

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Major Investors shall not apply to (i) any transfer or transfers by the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (ii) any Permitted Transfer; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), and (B) the pledgee, transferee or donee shall agree in writing to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (a) Notwithstanding anything to the foregoingcontrary herein, the co-sale rights foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the Major Investors following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the Transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the Transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) any transfer or transfers by the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (ii) any Permitted Transfer; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), and (B) the pledgee, transferee or donee shall agree in writing to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public Shares pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) Qualified IPO or any Transfer after a stock restriction agreement or other agreement between the Company and such Holders, Qualified IPO; and (ii) any right the creation of first refusal set forth in Encumbrances over the Restated Bylaws (as amended from time Shares pursuant to time)the Standard Bank Facility.

Exempt Transfers. (a) Notwithstanding The requirements of Section 6.1 and the foregoing, the first refusal and co-sale rights of the Major Corporation and the Investors set forth in Section 6.3 shall not apply to (i) any transfer or transfers by the Transferring Holders which in the aggregate, after the date pledge of this Agreement, amount Stock made pursuant to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), a bona fide loan transaction with a financial institution that creates a mere security interest; (ii) any Permitted TransferTransfer to the members of the Holder’s Family, or to trusts for the benefit of the Holder or members of the Holder’s Family, or to a partnership, limited liability company, or other entity all of the equity interests of which are held by one or more of the foregoing; (iii) a Transfer by a partnership to its partners or retired partners in accordance with their partnership interests; (iv) a Transfer by a Holder to an affiliate of such Holder; (v) a Transfer by a Holder of up to 10% of its equity interests in the Corporation; (vi) a Transfer by a limited liability company to its members or former members in accordance with their interests in the limited liability company; (vii) a Transfer by Celgene International, Inc. to any entity that acquires all or substantially all of the assets or voting securities of Celgene International, Inc. or Celgene Corporation or (viii) a Transfer by a member of the BSI/GFH Group to another member of the BSI/GFH Group; provided that in the event of any transfer Transfer made pursuant to the exemption provided by clause (iithis Section 6.4(a), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), and (B) the pledgee, transferee transferee, or donee shall agree in writing furnish the Corporation with a written agreement to be bound by and comply with all provisions of the obligations of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities the Holder shall no longer be subject give written notice to the co-sale rights Corporation prior to such transfer, which notice shall state the nature of the Major Investors), such transferred Subject Securities shall remain subject to exemption relied upon for the terms of this Agreementtransfer. (b) Notwithstanding the foregoing, the provisions of Section 4.3 this Article 6 shall not apply to the sale of any Subject Offered Securities (or, for purposes of clarity, any shares of Senior Preferred or shares of Common Stock issued upon conversion thereof) to the public pursuant to a registration statement filed with, and declared effective by, the SEC Commission under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (a) Notwithstanding anything to the foregoingcontrary contained herein, the right of first refusal and co-sale rights of the Major Investors Preferred Holders under this Section 4 shall not apply to (ia) any transfer or transfers to a repurchase of Shares from a Selling Shareholder by the Transferring Holders which Company at a price no greater than that originally paid by such Selling Shareholder for such Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, (b) in the aggregatecase of a Selling Shareholder that is a natural person, after upon a transfer of Shares by such Selling Shareholder of no more than ten percent (10%) in aggregate of all of the Ordinary Shares he holds in the Company as of the date of this AgreementAgreement (unless otherwise approved in writing by the Investors), amount either during his or her lifetime or on death by will or intestacy, to less than five percent (5%) his or her Immediate Family Members or any other relatives approved by the Board of the then outstanding Registrable Securities Company, or any custodian or trustee for the account of a Selling Shareholder or a Selling Shareholder’s Immediate Family Members, and (on an as-converted basis and as adjusted for stock splits, dividends and c) the likesale of any Shares to the public in a Qualified Public Offering or in connection with a sale of the Company (each transferee pursuant to the foregoing subsections (a), (iib) any and (c), a “Permitted TransferTransferee”); provided that that, in the event of any transfer made pursuant event, adequate documentation therefore is provided to the exemption provided by clause (ii), (A) the Transferring Preferred Holders shall inform the Major Investors of to their reasonable satisfaction with respect to such pledge, transfer or gift prior to effecting it; provided, however, and that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), and (B) the pledgee, transferee or donee shall agree any such Permitted Transferee agrees in writing to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights place of the Major Investors)relevant transferor; provided, further, that such transferred Subject Securities transferor shall remain subject to the terms of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale liable for any breach by such Permitted Transferee of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Actprovision hereunder. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (a) Notwithstanding anything to the foregoingcontrary herein, the co-sale rights foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the Major Investors following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company an adherence agreement to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) any transfer or transfers by the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (ii) any Permitted Transfer; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), and (B) the pledgee, transferee or donee shall agree in writing to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public Shares pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) Qualified IPO or any Transfer after a stock restriction agreement or other agreement between the Company and such Holders, Qualified IPO; and (ii) any right the creation of first refusal set forth in Encumbrances over the Restated Bylaws (as amended from time Shares pursuant to time)the CITIC KaWah Facility.

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights provisions of the Major Investors Sections 2(a) through 2(d) shall not apply to any Transfer or gift to the Stockholder’s ancestors, descendants or spouse, the ancestors or descendants of such Stockholder’s spouse, or to trusts for the benefit of such persons, and, for any Stockholder that is not a natural person, to any Transfer to the employees, officers and directors of such Stockholder (i) any transfer or transfers by the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like“Permitted Transferees”), (ii) any Permitted Transfer; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), and (B) the pledgee, transferee or donee shall agree in writing furnish the other Stockholders and the Company with a written agreement to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this AgreementSection 2. Such transferred Shares shall remain “Shares” hereunder, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) such transferee or (iii) above or in compliance with Section 4.3 (which Subject Securities donee shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms treated as a “Holder” for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 2(a) through 2(d) shall not apply to the sale or Transfer of any Shares by an Investor (i) to an affiliate of an Investor; or (ii) to any constituent partner or retired partner and member or retired member of an Investor, the estate of such a partner or member or a liquidating trust for the benefit of the partners or members of an Investor; provided that (A) the transferring Investor shall inform the other Stockholders and the Company of such sale or Transfer prior to effecting it and (B) the transferee or donee shall furnish the other Stockholders and the Company with a written agreement to be bound by and comply with all provisions of Section 2. (c) Notwithstanding the foregoing, the provisions of Section 2(a) through 2(d) shall not apply to the sale of any Subject Securities Shares (i) to the public pursuant to a registration statement filed with, and declared effective by, the SEC Securities and Exchange Commission under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement Act or other agreement between the Company and such Holders, and thereafter under Rule 144 or otherwise; (ii) any right of first refusal set forth in pursuant to a merger, consolidation, recapitalization or similar event; or (iii) to the Restated Bylaws (as amended from time to time)Company.

Exempt Transfers. (a) Notwithstanding the foregoing, the first refusal and co-sale rights of the Major Investors set forth in Section 2 above shall not apply to (i) any transfer Transfer without consideration to the Selling Stockholder’s ancestors, descendants or transfers by spouse or to trusts for the Transferring Holders which in benefit of such persons or the aggregate, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like)Selling Stockholder, (ii) any Permitted Transferpledge of Selling Stockholder Shares made pursuant to a bona fide loan transaction that creates a mere security interest, (iii) any bona fide gift, (iv) any Transfer to an Affiliate of such Selling Stockholder, or (v) any Transfer by a Selling Stockholder to one or more of its members, stockholders, limited partners or general partners; provided that in the event of any transfer Transfer made pursuant to one of the exemption exemptions provided by clause clauses (i), (ii), (iii), (iv) and (v), (A) the Transferring Holders Selling Stockholder shall inform the Major Investors of such pledge, transfer or gift Transfer prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), it and (B) the pledgeetransferee shall enter into an Instrument of Accession, transferee or donee shall agree in writing agreeing to be bound by and comply with all provisions of this Agreement Agreement, as if it were an original Selling Stockholder hereunder. Such Transferred Selling Stockholder Shares shall remain “Selling Stockholder Shares” hereunder, and execute such transferee shall be treated as a counterpart signature page to “Selling Stockholder” for purposes of this Agreement, and (iiiexcept that such transferee may not Transfer shares pursuant to Section 2.4(a)(i) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms of this Agreementhereof. (b) Notwithstanding the foregoingSection 2.4(a), the provisions of this Section 4.3 2 shall not apply to the sale of any Subject Securities Shares to the public pursuant to a registration statement filed with, and declared effective by, the SEC Commission under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, limit the right that which the Company may have to repurchase securities from the Holders Selling Stockholder pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time)Selling Stockholder.

Exempt Transfers. (a) Notwithstanding anything to the foregoingcontrary herein, the co-sale rights foregoing provisions of this Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an Affiliate provided, however, that any such Transfer shall be in accordance with each of the Major Investors following terms: (1) such Shareholder shall provide written notice of such Transfer to each other Shareholder; (2) the transferee to whom the Shareholder is to Transfer the Shares is a Non-Competing Person and shall execute and deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms hereof and shall thereby become bound by the terms and conditions of this Agreement as a Party and a Shareholder hereunder in the same manner as the transferring Shareholder and be entitled to the same rights to the same extent and in the same manner as the transferring Shareholder; (3) such Shareholder shall remain bound by its obligations under this Agreement; and (4) if any such transferee Affiliate shall cease to be an Affiliate of such Shareholder, any Shares held by such transferee shall be promptly retransferred to such Shareholder or transferred to another of such Shareholder’s Affiliates. (b) Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall not apply to (i) any transfer or transfers by the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (ii) any Permitted Transfer; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), and (B) the pledgee, transferee or donee shall agree in writing to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public Shares pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) Qualified IPO or any Transfer after a stock restriction agreement or other agreement between the Company and such Holders, Qualified IPO; and (ii) any right the creation of first refusal set forth in Encumbrances over the Restated Bylaws (as amended from time Shares pursuant to time)the CITIC KaWah Facility.

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights The provisions of the Major Investors this Section 4.2 shall not apply to (i) any transfer underwritten offering of Shares pursuant to an effective registration statement under the Securities Act or transfers by any public distribution of Shares pursuant to Rule 144 thereunder (as such rule may be amended from time to time), provided that any such sale complies with the Transferring Holders which in the aggregate, after the date provisions of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), ; or (ii) any Permitted Transfer; provided Sale by Manheim or its Affiliates to one of their respective Affiliates (except that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting itany such Sale, the Affiliate receiving such Shares shall agree in writing for the benefit of the Company and the Stockholders to be bound by the terms of this Agreement as if such transferee were an original party hereto, and shall execute any additional documentation required pursuant to Section 4.4, and (B) any such Shares shall continue to be subject to this Agreement); provided, however, that failure Manheim and its Affiliates shall not permit the circumvention of Manheim’s and its Affiliates’ obligations under this Section 4.2, including either by permitting a transferee Affiliate to so inform shall not, by itself, cause the subject transfer cease to be a Prohibited Transfer an Affiliate of Manheim or by permitting further transfers of Shares to another Person that is not (as defined below), and (Bor which ceases to be) the pledgee, transferee or donee shall agree in writing to be bound by and comply with all provisions an Affiliate of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h)Manheim. Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject Notwithstanding anything to the co-sale rights contrary contained herein, nothing contained herein shall prohibit the Sale of the Major Investors)any equity interests in a Special Purpose Entity to any other Person as long as such Special Purpose Entity is Controlled by CEI immediately thereafter or, if prior to such Sale, such transferred Subject Securities shall remain subject Special Purpose Entity holding shares of Common Stock transfers such shares of Common Stock to the terms one or more Affiliates of this AgreementManheim. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (a) Notwithstanding the foregoing, the first refusal and co-sale rights of the Major Investors and the Company shall not apply to (i) any pledge of Founders’ Shares made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any transfer to the ancestors, descendants or spouse, or to trusts for the benefit of such persons or a Founder; (iii) any bona fide gift; (iv) transfers by over the Transferring Holders which duration of this Agreement that in the aggregate, after the date of this Agreement, amount to less than aggregate do not exceed five percent (5%) of the then outstanding Registrable Securities aggregate amount of Founders’ Shares held by a Founder as of the date of this Agreement (on an as-converted basis and as adjusted for stock splits, dividends dividends, combinations, recapitalizations and the like); or (v) the transfer of 207,000 shares of Common Stock held by Xx. Xxxxxx Xxxxxxx to Xx. Xxxxx Xxxx; provided, (ii) any Permitted Transfer; provided however, that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders transferring Founder shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), it and (B) the pledgee, transferee or donee shall agree in writing furnish to the Company and the Investors a written agreement to be bound by and comply with all the provisions of this Agreement and execute a counterpart signature page to this AgreementSection 3. Such transferred Founders’ Shares shall remain “Founders’ Shares” hereunder, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) such pledgee, transferee, or (iii) above or in compliance with Section 4.3 (which Subject Securities donee shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms treated as a “Founder” for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 3 shall not apply to the sale of any Subject Securities Founders’ Shares (i) to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement ; or other agreement between the Company and such Holders, and (ii) to the Company; or (iii) any right transfer by a Founder if prior to such sale the Founder held less than one percent (1%) of first refusal set forth in the Restated Bylaws (as amended from time to time)Company’s outstanding shares.

Exempt Transfers. (a) Notwithstanding the foregoing, the coRight of First Refusal, Right of Second Refusal and the Co-sale rights of the Major Investors Sale Right shall not apply to to: (ia) any transfer of Shares to the spouse, parent, children or transfers by sibling of the Transferring Holders which Founder, or to trusts for the benefit of such persons or the Transferring Founder; (b) any transfer to another Founder or to an Affiliate of a Founder (including, without limitation, any current or former shareholder, member or partner of a Founder); (c) any sale to the public pursuant to an effective Registration Statement; (d) any bona fide gift to any charitable organization as defined in Section 501(c)(3) of the aggregateInternal Revenue Code (or similar foreign statute or regulation), after (e) up to a cumulative aggregate over the date term of this Agreement, amount to less than five Agreement of seven and one-half percent (57.5%) of the then outstanding Registrable Securities shares held by a Transferring Founder after the sale of Common Shares contemplated by the Share Transfer Agreements, or (on an as-converted basis and as adjusted for stock splits, dividends and the like), (iif) any Permitted Transfer; provided that in the event transfer of any transfer made Common Shares pursuant to the exemption provided by clause Share Transfer Agreements (iicollectively, the “Exempt Transfers”); provided, that, in any of the above cases: (Ax) the Transferring Holders transferring party shall inform the Major Investors Company of such pledge, the transfer or gift prior to effecting itit and be bound by lockup provisions substantially similar to those set forth in Section 14.6 hereof; provided, however, that failure to so inform shall not, by itself, cause (y) in the subject case of a transfer to be a Prohibited Transfer described in clauses (as defined below), a) and (Bb) only, the pledgee, transferee or donee shall agree in writing furnish the parties with a written agreement to be bound by and comply with all provisions of this Agreement Section 5; and execute (z) in the case of a counterpart signature page transfer described in clauses (a), (b) and (e) only, the transfer of shares shall have been approved by the Board of Directors. Subject to this AgreementSection 17, the transferred shares shall remain “Shares”, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities the transferee shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms treated as a “Founder” for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights The provisions of the Major Investors Section 2 shall not apply to (i) any transfer pledge of Skandalaris Shares made pursuant to a bona fide loan transaction that creates a mere security interest, or transfers by the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (ii) any Permitted Transfertransfer to the ancestors, descendants or spouse of Skandalaris or to trusts for the benefit of such persons; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders Skandalaris shall inform the Major Investors Shareholders of such pledge, pledge or transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), it and (B) the pledgee, pledgee or transferee or donee shall agree in writing furnish the Shareholders with a written agreement to be bound by and comply that complies with all provisions of Section 2 of this Agreement Agreement. The provisions of Section 3 shall not apply to (i) any pledge of Shareholders' Shares made pursuant to a bona fide loan transaction that creates a mere security interest, or (ii) any transfer to a successor, parent, subsidiary, assignee, ancestor, descendant or spouse of the Shareholders or to trusts for the benefit of such persons; provided that (A) the Shareholders shall inform Skandalaris of such pledge or transfer prior to effecting it and execute (B) the pledgee or transferee shall furnish Skandalaris with a counterpart signature page written agreement to be bound by and that complies with all provisions of Section 3 of this Agreement. Such transferred Noble Shares shall remain "Skandalaris Shares" or "Shareholders' Shares," as applicable, under this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) such pledgee or (iii) above transferee shall be treated as "Skandalaris" or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors)a "Shareholder," as applicable, such transferred Subject Securities shall remain subject to the terms for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (aA) Notwithstanding the foregoing, the co-rights of first refusal and the co- sale rights of the Major Investors (the "Rights") shall not apply to (i) any transfer pledge of Co-Sale Stock made pursuant to a bona fide loan transaction with a financial institution that creates a mere security interest, or transfers by the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (ii) any Permitted Transfertransfer to the ancestors, descendants or spouse of a Founder or to trusts for the benefit of such persons or such Founder and any subsequent transfer involving a distribution from such trusts to such beneficiaries; provided that in the event of any transfer made pursuant to one of the exemption exemptions provided by clause clauses (i) and (ii)) above, (A) the Transferring Holders such Founder shall inform the Major Company and the Investors in writing of such pledge, pledge or transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), it and (B) the pledgee, pledgee or transferee or donee shall agree in writing furnish the Company and the Investors with a written agreement to be bound by and to comply with all provisions of this Agreement and execute a counterpart signature page Section 2 hereof. Notwithstanding anything to the contrary in this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject Co- Sale Stock pursuant to the terms hereof shall remain "Co-Sale Stock" hereunder, and such pledgee or transferee shall be treated as a " Founder" for purposes of this Agreement. (bB) Notwithstanding The Company's right of first refusal described in Section 2(b) above shall be subject to such limitations and conditions as set forth in Section 64 of the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities ActCompany's Bylaws. (cC) This Agreement is subject to, and shall in no manner limit, limit the right that which the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between Founders provided that any repurchases by the Company and such Holders, and (ii) shall remain subject to any right of first refusal set forth limitations in the Company's Amended and Restated Bylaws (as amended from time to time)Articles of Incorporation.

Exempt Transfers. (a) Notwithstanding the foregoingSection 2.2, the co-sale rights of the Major Investors a Stockholder may make an Exempt Transfer. The following transactions shall not apply to constitute “Exempt Transfers” as that term is used in this Agreement: (i) an inter vivos transfer by a Stockholder to his or her spouse or lineal descendants; (ii) an inter vivos transfer to a trust for the benefit of such Stockholder and/or the benefit of one or more of his or her spouse or lineal descendants; (iii) a transfer by will or intestate succession to a Stockholder’s spouse or lineal descendants or such Stockholder’s executor, administrator or testamentary trustee for the benefit of one or more of such Stockholder’s spouse or lineal descendants; (iv) a transfer from a trust for the benefit of a Stockholder and/or one or more of his or her spouse or lineal descendants to such Stockholder’s spouse and/or lineal descendants; (v) a transfer to any transfer or transfers by the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) members of the then outstanding Registrable Securities Board of Directors of the Company that are nominees of Compass Group Diversified Holdings LLC (on an as-converted basis and as adjusted for stock splits, dividends and the like“CODI”), (iivi) any Permitted Transfer; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject a transfer to be a Prohibited Transfer (as defined below)any director, officer or employee of CODI, and (Bvii) the pledgeepledge by CODI of, transferee or donee the grant by CODI of a security interest in, any or all Shares then or in the future held by CODI as collateral security for loans by third-party lenders to CODI, and any transfer to or by such third-party lender in connection with its enforcement rights and remedies in respect thereof. The Shares transferred pursuant to Exempt Transfers shall agree in writing remain subject to be bound by and comply with all the provisions of this Agreement and execute the permitted transferees of such Shares shall be a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms Stockholder for purposes of this Agreement. Every such transferee shall observe and comply with this Agreement and with all obligations and restrictions imposed hereby and shall, at the request of CODI or any Stockholder, execute an Additional Holder Signature Page. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Major Investors Holders shall not apply to (i) any transfer or transfers by the Transferring Holders which in the aggregate, after the date pledge of this Agreement, amount Co-Sale Stock made pursuant to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like)a bona fide loan transaction with a financial institution that creates a mere security interest, (ii) any Permitted Transfertransfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Stockholder, (iii) any transfer or transfers by a Stockholder to another Stockholder, or (iv) any bona fide gift; provided that in the event of any transfer made pursuant to one of the exemption exemptions provided by clause clauses (i), (ii) and (iii) and (iv), (A) the Transferring Holders Stockholder shall inform the Major Investors Holders of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), it and (B) the pledgee, transferee or donee shall agree in writing furnish the Holders with a written agreement to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this AgreementSection 2. Such transferred Co-Sale Stock shall remain "Co-Sale Stock" hereunder, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) such pledgee, transferee or (iii) above or in compliance with Section 4.3 (which Subject Securities donee shall no longer be subject to treated as the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms "Stockholder" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 2 shall not apply to the sale of any Subject Securities Co-Sale Stock (x) to the public pursuant to a registration statement filed with, and declared effective by, the SEC Securities and Exchange Commission under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (y) pursuant to Rule 144 of the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, limit the right that which the Company may have to repurchase securities from the Holders Stockholder pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time)Stockholder.

Exempt Transfers. (a) Notwithstanding the foregoing, the co4859-sale rights of the Major Investors shall not apply to 2554-6723 v.3 (i) Subject to compliance with Section 9.1(e), a Member may, at any transfer time, effect any Transfer in respect of any or transfers all Units held by a Member (x) to a Permitted Transferee of such Member or (y) pursuant to a Public Offering (each, an “Exempt Transfer”), without the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) consent of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (ii) Board or any Permitted Transferother Member; provided that in each case, the event restrictions contained in this Section 9.1 shall continue to be applicable to subsequent Transfers of Units after the Exempt Transfer. Notwithstanding anything to the contrary in this Section 9.1, no Member shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any transfer made portion of such Member’s interest in such Permitted Transferee. (ii) For purposes of determining the percentage of Units held and Sharing Percentage thresholds of a Member in this Agreement, the percentage of Units held and Sharing Percentage of a Member and any of its Permitted Transferees that remain party to this Agreement to which any Units have been Transferred pursuant to this Section 9.1 shall be treated as held by a single Member and such Permitted Transferees shall act, and be treated, for all purposes of this Agreement jointly and vote as a block with only the exemption provided by clause rights, and subject to the obligations, of a Member holding such aggregated amount of Units and Sharing Percentage. In connection with a transfer to a Permitted Transferee, a Member shall notify the Company and each other Member of the designated representative that shall act jointly for such Member and its Permitted Transferees. (iiiii) Upon request of the Board, a Member who is undertaking an Exempt Transfer shall provide evidence, reasonably satisfactory to the Board, that such Transfer complies with the requirements of this Section 9.1(d), by (A) delivering a certificate, duly executed by an authorized officer of the Transferring Holders shall inform applicable Member, certifying to the Major Investors Board that such transaction satisfies the requirements of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), this Section 9.1(d) and (B) providing such other support as may be reasonably requested by the pledgee, transferee or donee shall agree in writing to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms of this AgreementBoard. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Major Investors shall not apply to (i) any transfer or transfers by the Transferring Holders which in the aggregate, after the date pledge of this Agreement, amount Stock made pursuant to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like)a bona fide loan transaction that creates a mere security interest, (ii) any Permitted Transfertransfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or a Shareholder; or (iii) any bona fide gift; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders transferring Shareholder shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), it and (B) the pledgee, transferee or donee shall agree in writing furnish the Investors with a written agreement to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this Agreement. Such transferred Stock shall remain "Stock" hereunder, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) such pledgee, transferee or (iii) above or in compliance with Section 4.3 (which Subject Securities donee shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms treated as a "Shareholder" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 2 shall not apply to the sale of any Subject Securities Stock (i) to the public pursuant to a registration statement filed with, and declared effective by, the SEC Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act. "), (cii) This Agreement is subject to, and shall in no manner limit, the right that to the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Shareholder and the Company and which provides the Company with the right to repurchase such HoldersStock upon the occurrence of certain events, and or (iiiii) any right if prior to such sale, the Shareholder held less than five percent (5%) of first refusal set forth in the Restated Bylaws Company's outstanding shares or the Shareholders collectively held less than ten percent (as amended from time to time)10%) of the Company's outstanding shares.

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Major Investors shall not apply to (i) Subject to compliance with Section 9.1(e), a Member may, at any transfer time, effect any Transfer in respect of any or transfers all Units held by a Member (x) to a Permitted Transferee of such Member or (y) pursuant to a Public Offering (each, an “Exempt Transfer”), without the Transferring Holders which in the aggregate, after the date of this Agreement, amount to less than five percent (5%) consent of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (ii) Board or any Permitted Transferother Member; provided that in each case, the event restrictions contained in this Section 9.1 shall continue to be applicable to subsequent Transfers of Units after the Exempt Transfer. Notwithstanding anything to the contrary in this Section 9.1, no Member shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any transfer made portion of such Member’s interest in such Permitted Transferee. (ii) For purposes of determining the percentage of Units held and Sharing Percentage thresholds of a Member in this Agreement, the percentage of Units held and Sharing Percentage of a Member and any of its Permitted Transferees that remain party to this Agreement to which any Units have been Transferred pursuant to this Section 9.1 shall be treated as held by a single Member and such Permitted Transferees shall act, and be treated, for all purposes of this Agreement jointly and vote as a block with only the exemption provided by clause rights, and subject to the obligations, of a Member holding such aggregated amount of Units and Sharing Percentage. In connection with a transfer to a Permitted Transferee, a Member shall notify the Company and each other Member of the designated representative that shall act jointly for such Member and its Permitted Transferees. (iiiii) Upon request of the Board, a Member who is undertaking an Exempt Transfer shall provide evidence, reasonably satisfactory to the Board, that such Transfer complies with the requirements of this Section 9.1(d), by (A) delivering a certificate, duly executed by an authorized officer of the Transferring Holders shall inform applicable Member, certifying to the Major Investors Board that such transaction satisfies the requirements of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), this Section 9.1(d) and (B) providing such other support as may be reasonably requested by the pledgee, transferee or donee shall agree in writing to be bound by and comply with all provisions of this Agreement and execute a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms of this AgreementBoard. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (a) Notwithstanding anything in this Agreement to the foregoingcontrary, the co-sale rights provisions of the Major Investors this Section 3 shall not apply to to: (ia) any transfer transfer, assignment or transfers disposition of Shares by a Restricted Person by gift or bequest or through inheritance to, or for the Transferring Holders benefit of, any member or members of his or her immediate family (which in shall include any spouse, lineal ancestor or descendant or sibling) or to a trust, partnership, limited partnership or limited liability company for the aggregate, after the date benefit of this Agreement, amount to less than five percent such members; (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), (iib) any Permitted Transfer; transfer, assignment or disposition of Shares by a Restricted Person to a trust in respect of which he or she serves as trustee, provided that in the event trust instrument governing said trust shall provide that such Restricted Person, as trustee, shall retain sole and exclusive control over the voting and disposition of any transfer made pursuant to said Shares until the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below), and (B) the pledgee, transferee or donee shall agree in writing to be bound by and comply with all provisions termination of this Agreement and execute a counterpart signature page or such Restricted Person's death, whichever the earlier to this Agreement, occur; and (iiic) any transfer set forth in Subsection 4.2(h). Except with respect repurchase of Shares by the Company pursuant to Subject Securities transferred agreements under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject the Company has the option to repurchase such shares upon the co-sale rights occurrence of the Major Investors)certain events, such transferred Subject Securities shall remain subject to the terms including termination of this Agreementemployment. (b) In the event of any such transfer, assignment or disposition, the transferee of the Shares shall hold the Shares so acquired with all the rights conferred, and subject to all the restrictions imposed, by this Agreement, and as a condition to such transfer, assignment or disposition, each such transferee shall execute and deliver an instrument of accession in the form of Schedule C hereto agreeing to be bound by the provisions of this Agreement, as if such transferee was a Restricted Person. (c) Notwithstanding anything in this Section 3 to the foregoingcontrary, the provisions of this Section 4.3 3 shall not apply to the sale of any Subject Securities securities to the public pursuant to in connection with a registration statement filed with, and declared effective by, the SEC under the Securities ActQualified Public Offering. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (a) Notwithstanding the foregoingforegoing or anything to the contrary herein, the co-sale rights provisions of the Major Investors Section 2 shall not apply apply, upon a transfer by a Stockholder to (i) any transfer its stockholders, members, partners or transfers by the Transferring Holders which in the aggregateother equity holders, after the date of this Agreement, amount to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis and as adjusted for stock splits, dividends and the like), or (ii) any Permitted Transfer; provided that in the event of any transfer made pursuant to the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors an Affiliate of such pledge, transfer or gift prior to effecting itStockholder; provided, however, that failure to so inform notwithstanding any such permitted Transfer, such transferred Capital Stock shall not, by itself, cause the subject transfer to be a Prohibited Transfer (as defined below)remain Capital Stock for all purposes hereunder, and such transferee shall be treated as a Stockholder (Bbut only with respect to the securities so transferred to the transferee) the pledgee, transferee or donee shall agree in writing to be bound by and comply with for all provisions purposes of this Agreement and execute (including the obligations of a counterpart signature page to this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except Stockholder with respect to Subject Securities transferred under Proposed Stockholder Transfers of such Capital Stock pursuant to Section 2); and provided, further, in the case of any transfer pursuant to clause (i) or (iiiii) above or above, that such Transfer is made pursuant to a transaction in which there is no consideration actually paid for such Transfer; and provided, further in a case of any transfer pursuant to this Section 3, such transferee shall become a party to this Agreement by executing a joinder hereto; and provided, further, that each Stockholder proposing to make a Transfer permitted by this Section shall deliver a notice to the Company and each Stockholder not later than thirty (30) days prior to the consummation of such Transfer setting forth the name of the proposed transferee and the terms and conditions of such Transfer; and provided, further, all such permitted Transfers shall be made in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Securities shall remain subject to the terms of this Agreementapplicable federal and state securities laws. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).

Exempt Transfers. (a) Notwithstanding the foregoing, and subject to Section 4.6(a) hereof, the right of first refusal and co-sale rights of the Major Investors Non-Selling Holders shall not apply to (a) any pledge of the Founder Shares made pursuant to a bona fide loan transaction that creates a mere security interest; (b) any Transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Founders or the Major Shareholders; (b) any Transfer of shares to the Company pursuant to any repurchase rights of the Company under any incentive agreements or incentive plans approved by the Board; and (c) any Transfer to an affiliate of the Major Shareholder, including a current or former partner of a Major Shareholder who is a partnership, current or former member of a Major Shareholder who is a limited liability company and current or former shareholder of a Major Shareholder who is a corporation; provided that (i) any transfer or transfers by the Transferring Holders which in Founder or Major Shareholder shall inform the aggregateNon-Selling Holders, after the date of this Agreement, amount such Transfer prior to less than five percent (5%) of the then outstanding Registrable Securities (on an as-converted basis effecting it and as adjusted for stock splits, dividends and the like), (ii) any Permitted Transfer; provided that in the event of any transfer made pursuant to Transferee shall furnish the exemption provided by clause (ii), (A) the Transferring Holders shall inform the Major Investors of such pledge, transfer or gift prior to effecting it; provided, however, that failure to so inform shall not, by itself, cause the subject transfer to be Company with a Prohibited Transfer (as defined below), and (B) the pledgee, transferee or donee shall agree in writing written agreement to be bound by and comply with all provisions of this Agreement Section 3 and execute a counterpart signature page to Section 4 of this Agreement, and (iii) any transfer set forth in Subsection 4.2(h). Except with respect to Subject Securities transferred under clause (i) or (iii) above or in compliance with Section 4.3 (which Subject Securities shall no longer be subject to the co-sale rights of the Major Investors), such transferred Subject Such Transferred Equity Securities shall remain subject to "Equity Securities" hereunder, and such Transferee shall be treated as a "Founder" or a "Major Shareholder", as the terms case may be, for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4.3 shall not apply to the sale of any Subject Securities to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act. (c) This Agreement is subject to, and shall in no manner limit, the right that the Company may have to repurchase securities from the Holders pursuant to (i) a stock restriction agreement or other agreement between the Company and such Holders, and (ii) any right of first refusal set forth in the Restated Bylaws (as amended from time to time).