Common use of Exempt Transfers Clause in Contracts

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Co-Sale Investors shall not apply to (i) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any bona fide gift or charitable donation or (iii) any distribution to the partners of Stonington; provided that (A) Stonington shall inform each of the Co-Sale Investors of such pledge, transfer, gift, donation or distribution prior to effecting it and (B) the pledgee, transferee, donee or distributee shall furnish each of the Co-Sale Investors with a written agreement to be bound by and comply with all provisions of Section 4 of this Agreement. Such transferred Co-Sale Stock shall remain “Co-Sale Stock” hereunder, and such pledgee, transferee or donee shall be treated as “Stonington” for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4 shall not apply to the sale of any Co-Sale Stock (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Act or (ii) to the Company,”

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights provisions of the Co-Sale Investors Sections 4.1 through 4.5 shall not apply to (i) any pledge Permitted Transfer; (ii) any repurchase of Co-Sale Stock made a Designated Shareholders' unvested shares pursuant to a bona fide loan transaction that creates a mere security interest, stock restriction agreement; or (iiiii) any bona fide gift or charitable donation or (iii) any distribution to the partners of Stoningtonpledge; provided that (A) Stonington the transferring Designated Shareholder shall inform each of the Co-Sale Investors Company of such pledge, transfer, gift, donation transfer or distribution gift prior to effecting it and (B) the pledgee, transferee, Permitted Transferee or donee or distributee shall furnish each of the Co-Sale Investors Company with a written agreement executed by such pledgee, Permitted Transferee, or donee, whereby such pledgee, Permitted Transferee, or donee agrees to be bound by and comply with all provisions of Section 4 of this AgreementAgreement as well as any and all other stock restrictions that the Company may reasonably request. Such transferred Co-Sale Stock Shares shall remain “Co-"Sale Stock” Shares" hereunder, and such pledgee, transferee Permitted Transferee or donee shall be treated as “Stonington” a "DESIGNATED SHAREHOLDER" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4 shall not apply to the sale of any Co-Sale Stock (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Act or (ii) to the Company,”

Exempt Transfers. (ai) Notwithstanding the foregoing, the co-sale rights provisions of the Co-Sale Investors Sections 5 and 6 hereof shall not pertain or apply to (i) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction that creates a mere security interestpledge, (ii) any bona fide transfer or gift or charitable donation or (iii) any distribution to the partners ancestors, descendants, spouses of Stoningtondescendants, or spouse of a Selling Shareholder (the “Family Members”), or to trusts, funds, partnerships or limited liability companies for the benefit of such Family Members or a Selling Shareholder; provided provided, however, that (A) Stonington the Selling Shareholder shall inform each of the Co-Sale Investors Holders of such pledge, transfer, gift, donation transfer or distribution gift prior to effecting it and (B) the pledgee, transferee, transferee or donee or distributee shall furnish each of the Co-Sale Investors Holders with a written agreement to be bound by and comply with all provisions of Section 4 of this Agreement. Such transferred Co-Sale Stock Offered Shares shall remain “Co-Sale StockOffered Shares” hereunder, and such pledgee, transferee or donee shall be treated as a “StoningtonSelling Shareholder” for purposes of this Agreement. (bii) Notwithstanding the foregoing, the provisions of Section 4 5 and 6 hereof shall not apply to (i) the sale of any Co-Sale Stock (i) Offered Shares to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Act Act; or (ii) the sale of any Offered Shares to the Company,”.

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights provisions of the Co-Sale Investors this Section 6 shall not apply to (i) any pledge Permitted Transfer; (ii) any repurchase of Co-Sale Stock made a Founder's unvested shares pursuant to a bona fide loan transaction that creates a mere security interest, stock restriction agreement; or (iiiii) any bona fide gift or charitable donation or (iii) any distribution to the partners of Stoningtonpledge; provided that (A) Stonington the Founder shall inform each of the Co-Sale Investors and other Founders of such pledge, transfer, gift, donation transfer or distribution gift prior to effecting it it, and (B) the pledgee, transferee, Permitted Transferee or donee or distributee shall furnish each of the Co-Sale Investors with a written agreement agree in writing to be bound by and comply with all provisions of Section 4 of this AgreementAgreement and any and all other stock restrictions that the Company may reasonably request. Such transferred Co-Sale Stock Shares shall remain “"Co-Sale Stock” Shares" hereunder, and such pledgee, transferee Permitted Transferee or donee shall be treated as “Stonington” a "Founder" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of this Section 4 6 shall not apply to the sale of any Co-Sale Stock shares (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission SEC under the 1933 Act or (ii) to the Company,”.

Exempt Transfers. (ai) Notwithstanding the foregoing, the co-sale rights The provisions of the Co-Sale Investors Subsections 6(b) through 6(h) shall not apply to (ix) any pledge of Co-Sale Stock Xxxxxxx Shares made pursuant to a bona fide loan transaction that creates a mere security interest; (y) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or Xxxxxxx; or (iiz) any bona fide gift or charitable donation or (iii) any distribution to the partners of Stoningtongift; provided that (A) Stonington Xxxxxxx shall inform each of the Co-Sale Investors of such pledgepledgee, transfer, gift, donation transfer or distribution gift prior to effecting it and (B) the pledgee, transferee, transferee or donee or distributee shall furnish each of the Co-Sale Investors with a written agreement to be bound by and comply with all provisions of Section 4 of this Agreement. Such transferred Co-Sale Stock Xxxxxxx Shares shall remain “Co-Sale Stock” "Xxxxxxx Shares" hereunder, and such pledgee, transferee or donee shall be treated as “Stonington” "Xxxxxxx" for purposes of this Agreement. (bii) Notwithstanding the foregoing, the The provisions of Section 4 Subsections 6(b) to 6(h) shall not apply to the sale of any Co-Sale Stock Xxxxxxx Shares (ix) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission SEC under the Securities Act of 1933, as amended, or (iiy) to the Company,”.

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Co-Sale Investors Shareholders shall not apply to (i) any pledge of Co-Sale Stock Shares made pursuant to a bona fide loan transaction that creates a mere security interestinterest in such Shares, (ii) any bona fide gift transfer to another Founder or charitable donation to the ancestors, descendants or spouse of a Founder or to trusts for the benefit of such persons or a Founder; or (iii) any distribution to the partners of Stoningtonbona fide gift; provided that (A) Stonington the transferring Founder shall inform each of the Co-Sale Investors Shareholders of such pledge, transfer, gift, donation transfer or distribution gift prior to effecting it and (B) the pledgee, transferee, transferee or donee or distributee shall furnish each of the Co-Sale Investors with a written agreement agree in writing to be bound by and comply with all provisions of Section 4 of this Agreement. Such transferred Co-Sale Stock Shares shall remain “Co-Sale Stock” "Shares" hereunder, and such pledgee, transferee or donee shall be treated as “Stonington” a "Founder" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4 paragraph 2 shall not apply to the sale of any Co-Sale Stock Shares (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") or (ii) to the Company,”.

Exempt Transfers. (aA) Notwithstanding the foregoing, the rights of first refusal and co-sale rights of the Co-Sale Investors shall not apply to to: (i) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or the Shareholder; (ii) any pledge of Co-Sale Stock made pursuant to a bona fide BONA FIDE loan transaction that creates a mere security interest, (ii) any bona fide gift or charitable donation ; or (iii) any distribution BONA FIDE gift; PROVIDED that in the event of any transfer made pursuant to one of the partners of Stonington; exemptions provided that by clauses (i), (ii) and (iii), (A) Stonington the Shareholder shall inform each of the Co-Sale Investors of such pledge, transfer, gift, donation transfer or distribution gift prior to effecting it and (B) the pledgee, transferee, transferee or donee or distributee shall furnish each of the Co-Sale Investors with a written agreement to be bound by and comply with all provisions of Section 4 of this AgreementSections 2 and 3 herein. Such transferred Co-Sale Stock shall remain “Co-Sale "Stock” " hereunder, and such pledgee, transferee or donee shall be treated as “Stonington” the "Shareholder" for purposes of this Agreement. (bB) Notwithstanding the foregoing, the provisions of Section 4 this Agreement shall not apply to the sale of any Co-Sale Stock (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act or of 1933, as amended (ii) to the Company,”"Securities Act"):

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Co-Sale Investors granted in this Section 5 shall not apply to (i) any pledge of Co-Sale Common Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any bona fide gift transfer to the ancestors, descendants or charitable donation spouse or to trusts for the benefit of such persons or to a Founder, (iii) any distribution transfer or transfers by a Founder to another Founder (the partners "Transferee-Founder") so long as the Transferee-Founder is, at the time of Stoningtonthe transfer, employed by or acting as a director of the Company or (iv) any bona fide gifting of up to thirty percent (30%) of the number of shares of Common Stock held by such Founder; provided that (A) Stonington the transferring Founder shall inform each of the Co-Sale Investors of such pledge, transfer, gift, donation transfer or distribution gift prior to effecting it and (B) the pledgee, transferee, transferee or donee or distributee shall furnish each of the Co-Sale Investors with a written agreement to be bound by and comply with all provisions of this Section 4 of this Agreement5. Such transferred Co-Sale Common Stock shall remain “Co-Sale "Common Stock” " hereunder, and such pledgee, transferee or donee shall be treated as “Stonington” a "Founder" for purposes of this Agreement. (b) Notwithstanding This Agreement is subject to, and shall in no manner limit the foregoing, right which the provisions of Section 4 shall not apply Company may have to repurchase securities from the sale of any Co-Sale Stock Founder pursuant to (i) to a stock restriction agreement or other agreement between the public pursuant to a registration statement filed with, Company and declared effective by, the Securities Founder and Exchange Commission under the Act or (ii) to any right of first refusal set forth in the Bylaws of the Company,”.

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Co-Sale Investors Purchaser shall not apply to (i) any transfer to a stockholder partner or member of or the ancestors, descendants or spouse or to trusts for the benefit of such stockholder partner or member of, or any entity that controls, is controlled by or under common control with Covalent Partners, (ii) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction that creates create a mere security interest, (ii) any bona fide gift or charitable donation or (iii) any distribution to the partners of Stoningtonbona fide gift; provided that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), (ii) and (iii), (A) Stonington Covalent Partners shall inform each of the Coparty holding the co-Sale Investors sale rights of such pledge, transfer, gift, donation transfer or distribution gift prior to the effecting it and (B) the pledgee, transferee, transferee or donee or distributee shall furnish each of the Co-Sale Investors Purchasers, as applicable, with a written agreement to be bound by and comply with all provisions of Section 4 of this Agreement. Such transferred Co-Sale Stock shall remain “"Co-Sale Stock” " hereunder, and such pledgee, transferee or donee shall be treated as “Stonington” "Covalent Partners," as applicable, for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4 3 shall not apply to the sale of any Co-Sale Stock (i) to the te public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act or of 1933, as amended (ii) to the Company,”"Securities Act").

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Co-Sale Investors Stockholder in Section 2 and the Tag Along Rights in Section 3 shall not apply to (i) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any bona fide gift transfer to the ancestors, descendants or charitable donation spouse of Partner or to trusts for the benefit of such persons listed in this subsection 4(a)(ii) or of Partner; or (iii) any distribution to the partners of Stoningtonbona fide gift; provided that (A) Stonington Partner shall inform each of the Co-Sale Investors Stockholder of such pledge, transfer, gift, donation transfer or distribution gift prior to effecting it and (B) the pledgee, transferee, transferee or donee or distributee shall furnish each of the Co-Sale Investors Stockholder with a written agreement to be bound by and comply with all provisions of Section 4 of 2. Stock transferred under this Agreement. Such transferred Co-Sale Stock subsection 4(a) shall remain “Co-Sale "Stock” " hereunder, and such pledgee, transferee or donee shall be treated as “Stonington” a "Partner" for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions co-sale rights of the Stockholder in Section 4 2 and the Tag Along Rights in Section 3 shall not apply to the sale of any Co-Sale Partner's Stock (i) to employees, officers or directors of the public Corporation pursuant to a registration statement filed with, and declared effective by, stock option or stock purchase plans or agreements on terms approved by the Securities and Exchange Commission under the Act Board of Directors or (ii) if prior to such sale, Partner held less than 5% of the Company,”'s outstanding shares.

Exempt Transfers. (a) Notwithstanding the foregoing, the co-sale rights of the Co-Sale Investors Stockholders shall not apply to (i) the sale or transfer of up to an aggregate of Twenty-Five Thousand (25,000) shares of Stock in one or more transactions by each Founder; (ii) any pledge of Co-Sale Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (iiiii) any transfer to the ancestors, descendants or spouse or to trusts for the benefit of such persons or a Founder; (iv) any transfer by Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP to or between its investment funds or to attorneys of the firm; or (v) any bona fide gift or charitable donation or (iii) any distribution to the partners of Stoningtongift; provided that (A) Stonington the transferring Founder shall inform each of the Co-Sale Investors Company of such pledge, transfer, gift, donation transfer or distribution gift prior to effecting it and (B) the pledgee, transferee, transferee or donee or distributee shall furnish each of the Co-Sale Investors Company and the Stockholders with a written agreement to be bound by and to comply with all provisions of Section 4 of this Agreement1. Such transferred Co-Sale Stock shall remain “Co-Sale Stock” hereunder, and such pledgee, transferee or donee shall be treated as a “StoningtonFounder” for purposes of this Agreement. (b) Notwithstanding the foregoing, the provisions of Section 4 1 shall not apply to the sale of any Co-Sale Stock (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) to the Company,”, its officers or another Founder.