Common use of Exempted Transfers Clause in Contracts

Exempted Transfers. Subject to Section 6.8 below, notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolution; provided that in the case of clause(s) (a), (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company of such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary hereinforegoing, the provisions first refusal and co-sale rights of Sections 2.1 the Eligible Investors and 2.2 the Company set forth in Section 2 above shall not apply: apply to any Transfer by a Selling Holder to an individual or entity that (a) in the case is a partner, member, or other equity owner or retired partner, member or other equity owner of a Key Selling Holder that is an entity, upon a transfer by partnership so long as such Key Holder Transfer is in accordance with partnership interests and made pursuant to its stockholders, members, partners or other equity holdersthe terms of such Selling Holder’s partnership agreement; (b) to is a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case wholly-owned subsidiary of a Key Selling Holder that is a natural personcorporation, upon a transfer parent corporation that owns all of the capital stock of the Selling Holder or the stockholders of such Selling Holder in accordance with their ownership of such Selling Holder; (c) is a member or former member of any Selling Holder that is a limited liability company so long as such Transfer Stock by is in accordance with their interest in the limited liability company and made pursuant to the terms of such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her Selling Holder’s limited liability company agreement; (d) is a spouse, child (natural or adopted), or any other direct lineal descendant descendants of such Key Selling Holder (or his or her spouse) (all of the foregoing collectively referred to as each, a “family members”), or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved PersonFamily Member”), or any custodian or trustee of any trusttrust or any other corporation, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, by such Key Selling Holder and/or or any such family members or Approved Person Selling Holder’s Family Members; (e) subject to applicable securities laws, is an Affiliate of such trustSelling Holder; (f) subject to applicable securities laws, partnership or is an Affiliated partnership, limited liability companycompany or fund managed by a Selling Holder or any of their respective directors, a “Key Holder Trust”)officers, partners or members; or (dg) does not involve any change in beneficial ownership; provided, however, that in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred of any Transfer Stock made pursuant to a Key one of the exemptions provided above, (i) the Selling Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares shall inform the Company and the Eligible Investors of such Transfer prior to effecting it, and (ii) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement as if such transferee were an original Selling Holder hereunder, including without limitation Section 2 above. Such transferee shall be treated as a “Selling Holder” for purposes of this Agreement and such Capital Stock back and Selling Holder shall be subject to all obligations and restrictions contained herein to the Transferring Key Holderextent such obligations and restrictions including, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolution; provided that in the case of clause(s) (a), (c), (d) or (e)without limitation, the Key Holder (or first refusal and the Key Holder Trustco-sale obligations contained herein, as the case may be) shall deliver prior written notice apply to shares of Capital Stock and to Selling Holders pursuant to the Company terms of such gift or transfer and such this Agreement. Notwithstanding anything to the contrary contained herein, any Transfer of shares of Transfer Capital Stock pursuant to this Section 3.1 shall at all times remain be subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer4.1 below.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the unanimous consent of the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionfamily members; provided that in the case of clause(s) (a), (c), (d) or (ec), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuanceTransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Subsections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (iic) at any price pursuant to an agreement approved a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by a majority and comply with all applicable provisions of this Agreement to the Board of Directors, including either of same extent as if it were the Preferred Directors (as defined below)Key Holder making such pledge, (cd) (i) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of DirectorsDirectors of the Company, including either the Series A/B/D Preferred Director or the Series C A Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”Company’s Certificate of Incorporation), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”)members, (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (eii) in the case of a Key Holder that is a natural personThe 2009 Xxxxx Xxxx Xxxxxxxx XXXX, upon a transfer of Transfer Stock by such Key Holder made to Xxxxx X. Xxxxxxxx and/or spouse, child (natural or adopted), or any other direct lineal descendant of such Key HolderHolder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other person approved by the Board of Directors of the Company, including the Series A Director (as defined in the Company’s former spouse Certificate of Incorporation), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder or any such family members, or (iii) in connection the case of The 2009 Xxxxx Xxxxxx GRAT, upon a transfer of Transfer Stock by such Key Holder to Xxxxx X. Xxxxxx and/or spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other person approved by the Board of Directors of the Company, including the Series A Director (as defined in the Company’s Certificate of Incorporation), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder or any such family members, or (e) to the sale by the Key Holder of up to 5% of the Transfer Stock held by such Key Holder as of the date that such Key Holder first became party to this Agreement; provided, however, (i) Xxxxx X. Xxxxxx, the 2009 Xxxxx Xxxxxx GRAT and/or any transferee of Xxxxx X. Xxxxxx and/or the 2009 Xxxxx Xxxxxx GRAT permitted pursuant to clause (d) above will at all times from and after February 22, 2011 be aggregated to determine such 5% and any sales or transfers by Xxxxx X. Xxxxxx, the 2009 Xxxxx Xxxxxx GRAT and/or any transferee of Xxxxx X. Xxxxxx and/or the 2009 Xxxxx Xxxxxx GRAT permitted pursuant to clause (d) above will at all times from and after February 22, 2011 be aggregated to determine compliance with a divorce such 5%, and (ii) Xxxxx X. Xxxxxxxx, the 2009 Xxxxx Xxxx Xxxxxxxx XXXX and/or any transferee of Xxxxx X. Xxxxxxxx and/or the 2009 Xxxxx Xxxx Xxxxxxxx XXXX permitted pursuant to clause (d) above will at all times from and after February 22, 2011 be aggregated to determine such 5% and any sales or other marital dissolutiontransfers by Xxxxx X. Xxxxxxxx, the 2009 Xxxxx Xxxx Xxxxxxxx XXXX and/or any transferee of Xxxxx X. Xxxxxxxx and/or the 2009 Xxxxx Xxxx Xxxxxxxx XXXX permitted pursuant to clause (d) above will at all times from and after February 22, 2011 be aggregated to determine compliance with such 5%; provided that in the case of clause(s) (a), (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (ed) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder Stockholder that is an entityEntity, upon a transfer by such Key Holder Stockholder to its stockholders, members, partners or other equity holders; (b) to a repurchase of Transfer Stock from a Key Holder Stockholder by the Company Company, provided, with respect to any repurchase by the Company, other than redemption of Capital Stock held by CII (ior Permitted CII Transferee) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), CT Presence Agreement; (c) in the case of a Key Holder Stockholder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or Stockholder or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), member; (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c)case of CII, upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back CII to the Transferring Key Holder, Permitted CII Transferee; or (e) in the case of a Key Holder that is a natural personMNC, upon a transfer of Transfer Stock by such Key Holder made MNC to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionPermitted MNC Transferee (each transferee under clauses (a) through (d), inclusive, being a “Permitted Transferee”); provided that in the case of clause(s) (a), (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) Stockholder shall deliver prior written notice to the Company and Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee Permitted Transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee Permitted Transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder Stockholder (but only with respect to the securities so transferred to the transfereePermitted Transferee), including the obligations of a Key Holder Stockholder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and and, provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (ec) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), of shares of Transfer Stock to a charitable trust provided the Key Holder retains voting rights related to such shares, or a transfer to any other relative/person approved by the Board of Directors, including either the Series A/B/D consent of at least one Preferred Director or the Series C Director (each as defined in the Charter (as defined belowRestated Certificate) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionfamily members; provided that in the case of clause(s) (a), (c), or (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuanceTransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (d) or (ed) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder Common Investor or Non-Investor Stockholder that is an entity, upon a transfer by such Key Holder Common Investor or Non-Investor Stockholder, as applicable, to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder Common Investor or Non-Investor Stockholder by the Company (i) at a price no greater than that originally paid by such Key Holder Common Investor or Non-Investor Stockholder, as applicable, for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or Directors (ii) at provided that any price pursuant such agreement that is in effect on the date of this Agreement shall be deemed to an agreement approved have satisfied the requirement of approval by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder Common Investor or Non-Investor Stockholder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Common Investor or Non-Investor Stockholder, as applicable, made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder Common Investor or Non-Investor Stockholder, as applicable (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by unanimous consent of the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or Common Investor or Non-Investor Stockholder, as applicable, or any such family members members, or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred to any Transfer Stock bona fide gift to a Key Holder Trust in accordance with Section 3.1(c)any charitable organization; provided, upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolution; provided that in the case of clause(s) (a), ) or (c), (d) the Common Investor or (e), the Key Holder (or the Key Holder TrustNon-Investor Stockholder, as the case may be) applicable, shall deliver prior written notice to the Company Major Investors and the other Common Investors of such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder Common Investor or Non-Investor Stockholder, as applicable (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder Common Investor or Non-Investor Stockholder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause clauses (a), (c), (d) or (ed) 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 the case of any transfer pursuant to clause (d), that the aggregate number of shares that may be transferred shall not exceed five percent (5%) of the number of shares held by such Common Investor or Non-Investor Stockholder on the date hereof (provided that Xxxx Xxxxxxxx may transfer up to an additional seven percent (7%) of the number of shares held by him on the date hereof to the Blue Mountain Foundation pursuant to clause (d)). In addition, a Common Investor or Non-Investor Stockholder may pledge, grant a security interest in, hypothecate, or otherwise encumber, whether by operation of law or otherwise, all or any portion of its shares of Transfer Stock without compliance with Sections 2.1 and 2.2 if and only if such transaction is approved by unanimous consent of the Board of Directors of the Company; provided, that any further Transfer of such encumbered shares (including any forced sale by a lender or foreclosure on the encumbrance) shall be subject to the terms and restrictions of Sections 2.1 and 2.2.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, in addition to the exceptions to the transfer restrictions set forth in Section 2, the provisions of Section 2 shall not apply (i) with respect to shares of Common Stock held by any of Lxxx Xxxxxxxx, MTS Investments, Inc., Sigma Investments (1992) Ltd., Provident Fund of the Employees of the Hebrew University of Jerusalem Ltd., Mxxxxx Xxxxxx, Gemini Ixxxxx XX L.P., Gemini Ixxxxx XX (Annex Fund) L.P., Gemini Partners Investors IV L.P., Gemini Partners Investors IV (Annex Fund) L.P., Lightspeed Venture Partners VII, L.P., SGE, Index or G+J and (ii) with respect to the Preferred Stock, in each case with regard to a pledge of capital stock that creates a mere security interest in such capital stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the pledgor making such pledge. In addition, the provisions of Sections 2.1 2, 3 and 2.2 4 shall not apply: (a) in the case of a Key Holder that is an entity, apply upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; (b) to a repurchase Disposition of Transfer Stock from a Key Holder capital stock by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder holder made for bona fide estate tax planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder the holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or corporation partnership, limited liability company or other entity for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or the holder or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionmembers; provided that in the case of clause(s) (a), (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) holder shall deliver prior written notice to the Company Preferred Stockholders of such pledge, gift or transfer and such shares of Transfer Stock capital stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder party (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Subsections 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (cd) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by unanimous consent of the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holder, family members; or (e) in to the case of a sale by the Key Holder that is a natural person, upon a transfer of up to 5% of the Transfer Stock held by such Key Holder made to as of the date that such Key Holder’s former spouse in connection with a divorce or other marital dissolutionHolder first became party to this Agreement; provided that in the case of clause(s) (a), (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company and the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (d) or (ed) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Subsections 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), ; (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge; (d) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “"family members”"), or any other relative/person approved by unanimous consent of the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holder, family members; or (e) in to the case of a transfer by the Key Holder of an amount of Common Stock representing 5% or less of the issued and outstanding Common Stock of the Company at the time of the transfer during any 6 month period; provided however, that is a natural person, upon if a transfer is exempt under Subsection 3.1(e), the transferee must agree in writing at the time of Transfer Stock by such Key Holder made to such Key Holder’s former spouse and in connection with the transfer to refrain from selling any of the Common Stock acquired in the Exempt Transfer for a divorce or other marital dissolutionperiod of 6 months from the date of the transfer, and shall limit sales of the Common Stock acquired in the transfer thereafter to a maximum of 20% of the total number of shares of Common Stock acquired in the transfer during each succeeding 6 month period; and provided further, that in the case of clause(s) (a), (c), or (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 2.01, 2.02 and 2.2 2.03 shall not apply: (a) in the case of a Key Holder or Investor that is an entity, upon a transfer by such Key Holder or Investor to its stockholders, members, limited or other partners or other equity holders; , (b) in the case of an Investor that is an entity, upon a transfer by such Investor to any fund or other investment vehicle of which an Affiliate of such Investor serves as the general partner, managing member, manager or in a repurchase of similar capacity (each, an “Affiliated Fund”); provided, however, that such Investor will not be permitted to transfer any Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by Affiliated Fund without Xxxxxx’x prior written consent where following such transfer all or a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved consolidated assets owned by a majority of the Board of Directors, including either of the Preferred Directors (as defined below)and/or held by such Affiliated Fund is Transfer Stock, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock; provided, however, that, if such pledge is non-recourse, the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder or Investor making such pledge, (d) in the case of a Key Holder or Investor that is a natural person, upon a transfer of Transfer Stock by such Key Holder or Investor made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder or Investor (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Mercer, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or Holder, Investor or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”)members, (de) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock pursuant to a Key Holder Trust in accordance with Section 3.1(c)merger, upon a transfer by such Key Holder Trust of tender offer for any and all shares of such Transfer Common Stock back to or other similar business combination transaction involving the Transferring Key HolderCompany, or (ef) in the case of a Key Holder that is a natural personHolder, upon a transfer to any sale of Transfer Stock by such Key Holder made pursuant to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionRule 144; provided that in the case of clause(s) (a) (other than (x) with respect to the Oak Fund or (y) with respect to any GS Fund, any transfer that such GS Fund reasonably determines is necessary or advisable to reduce, eliminate, modify or mitigate an adverse effect on such GS Fund or any of its Affiliates arising from any law, regulation or interpretation thereof applicable to such GS Fund or any of its Affiliates, so long as such GS Fund intends to transfer assets, or has transferred assets, other than, or in addition to, Transfer Stock in a similar manner in order to reduce, eliminate, modify or mitigate such adverse effect), (b), (c) (solely with respect to non-recourse pledges), and (d) or (e)only, the Key Holder (or the Key Holder Trust, as the case may be) Investor shall deliver prior written notice to the Company Mercer of such gift transfer or transfer pledge, and such shares of Transfer Stock of the Investor or the Key Holder, as applicable, shall at all times remain subject to the terms and restrictions set forth in this Agreement and such the transferee thereof shall, as a condition to such issuancetransfer or pledge, deliver a counterpart signature page to this Agreement to the other parties hereto as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder or an Investor, as applicable (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder or an Investor with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section Article 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), b) or (d) or (e) aboveonly, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer. If, as a result of a transaction described in clause (e) of this Section 3.01, the holders of the capital stock of the Company receive shares of capital stock in the surviving entity in such transaction, or the ultimate parent entity that directly or indirectly owns the outstanding capital stock of such surviving entity, that represent more than fifty percent (50%) of the shares of capital stock of such entity, then the Investors and the Key Holders agree to enter into an agreement substantially similar to this Agreement providing that the shares of capital stock received by them as a result of such transaction will be subject to a right of first offer substantially similar to the terms and conditions set forth herein. For the avoidance of doubt, this Section 3.01 specifically allows the Oak Fund to make transfers pursuant to clause (a) above without the consent of Mercer and without the transferee executing a counterpart signature page hereto or becoming subject to the terms and provisions hereof.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Subsections 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (cd) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by unanimous consent of the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holder, or family members; (e) in to the case of a sale by the Key Holder that is a natural person, upon a transfer of up to 10% of the Transfer Stock held by such Key Holder made to as of the date that such Key Holder’s former spouse Holder first became party to this Agreement; or (f) to a sale by Xxxxx Xxxx or Xxxxx Xxx of Transfer Stock to certain individuals in an aggregate amount of no more than 600,000 shares of Common Stock in connection with a divorce or other marital dissolutionthe Series A financing; provided that in the case of clause(s) (a), (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Section 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holderfamily members, or (ed) in to the case of a sale by the Key Holder that is a natural person, upon a transfer of up to ten percent (10%) of the Transfer Stock held by such Key Holder made to as of the date that such Key Holder’s former spouse in connection with a divorce or other marital dissolutionHolder first became party to this Agreement; provided that in the case of clause(s) (a), (c), (d) or (ec), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuanceTransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (d) or (ec) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding the foregoing or anything to the contrary herein4.8 hereof, the provisions of rights and obligations provided under Sections 2.1 4.2, 4.4 and 2.2 4.5 hereunder shall not apply: apply to (a) any Transfer of Restricted Shares to the Company pursuant to (x) a repurchase right or right of first refusal held by the Company in the case event of a Key Holder termination of employment or consulting relationship, or (y) any proposed repurchase that is an entityhas been approved by the Board prior to the Closing Date, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holdersincluding the repurchases of Company Shares set forth under Schedule 5.10(a) of the Series F Purchase Agreement; (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved any transfer by a majority Management or a Management Shareholder of the Board of Directorseconomic interest in (but not the voting or other rights attached to or control derived from) any Restricted Shares to the parents, children or spouse, or (ii) at any price pursuant to an agreement approved by a majority trusts for the benefit of the Board such persons, of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made Management for bona fide estate planning purposes; (c) any transfer of any Restricted Shares by a Selling Shareholder that is neither a Management nor a Management Shareholder to any Affiliate of such Selling Shareholder; (d) any transfer among the Management and the Management Shareholders, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), provided that at the time of such transfer the transferee Management shall remain in continuous employment with the Company or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key HolderGroup Company, or (e) any transfer in a Drag-Along Transaction pursuant to Section 5 (each transferee pursuant to the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolution; provided that in the case of clause(s) foregoing subsections (a), (cb), (c) and (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice a “Permitted Transferee”); provided that adequate documentation therefor is provided to the Company of and the ROFR and Co-Sale Rights Holders and that any such gift or transfer and such shares of Transfer Stock shall at all times remain subject Permitted Transferee agrees in writing to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to in place of the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2relevant transferor; and provided, further, in except for the case of any transfer transferor pursuant to clause the foregoing subsections (a), (c), ) and (d) or (e) above), that such transfer is made transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder; provided, further, that if any Permitted Transferee which received Restricted Shares pursuant to foregoing subsection (c) ceases to be a transaction in Permitted Transferee, it shall immediately transfer such Restricted Shares back to the applicable transferor from which there is no consideration actually paid for it received such transferRestricted Shares.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (cd) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by unanimous consent of the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionfamily members; provided that in the case of clause(s) (a), (c), or (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuanceTransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (d) or (ed) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, managers, managing members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Company's Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted)an Immediate Family Member, or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “"family members”"), or any other relative/person approved by the Company's Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), Directors or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock solely with respect each Investor, to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares an Affiliate of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionInvestor; provided that in the case of clause(s) clauses (a), ) and (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuancetransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause clauses (a), (c), ) and (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholdersshareholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, (c) for any Key Holder, to a pledge of an amount of such Key Holder’s Transfer Stock that equals no more than 2% of the Company’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted), which creates a mere security interest in the pledged Transfer Stock, provided that (1) the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge, and (2) the pledging Key Holder provides the Company’s Board of Directors with prior written notice of such pledge, (d) to redemptions of Transfer Stock, or options or warrants to acquire shares of Transfer Stock, from one or more Key Holders by the Company in an amount not to exceed 5% of the fully diluted capital stock of the Company per any twelve month period beginning on August 1 and ending the next July 31, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (ce) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouseImmediate Family Members, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person Person approved by the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or or any such family members or Approved Person (such trustImmediate Family Members, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolution; provided that in the case of clause(s) clauses (a), (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors and non-selling Major Holders of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Subsections 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or partners, other equity holders; holders or Affiliates, (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse), or any other family member approved by the Board of Directors (including by at least two of the Preferred Directors, as such term is defined in the Certificate of Incorporation of the Company, as such may be amended from time to time) of the Company (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionmembers; provided that in the case of clause(s) clauses (a), (c), (d) or (ec), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company and the Major Investors of such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and any such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the such transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (d) or (ec) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding the foregoing or anything to the contrary herein, the The provisions of Sections 1.1, 2.1 and 2.2 above shall not apply: (a) in the case of a Key Non-Investor Holder that is an entity, upon a transfer by such Key Non-Investor Holder to one or more of its stockholdersAffiliates, members, partners or other equity holders; (b) to a repurchase of Transfer Stock from a Key Non-Investor Holder by the Company (i) at a price no greater than that originally paid by such Key Non-Investor Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board (including a majority of the Preferred Stock Directors, if and to the extent serving on the Board at the time such agreement was entered into) or (ii) at any a higher repurchase price pursuant to an agreement not in excess of the fair market value thereof as approved by a majority of the Board of Directors, (including either a majority of the Preferred Directors (as defined belowStock Directors), (c) to a sale or other transfer in connection with an IPO, a Reverse Merger or a Deemed Liquidation Event or (d) in the case of a Key Non-Investor Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Non-Investor Holder, made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Non-Investor Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person Person approved by a majority of the Board (including a majority of the Preferred Stock Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Non-Investor Holder and/or or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key any charitable trust in which the Non-Investor Holder Trust”), (d) in is the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionsole trustee; provided that in the case of clause(s) clause (a), (c), (d) or (ed), the Key Non-Investor Holder (or the Key Holder Trust, as the case may be) shall deliver give prior written notice to the Company of such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, execute and deliver a counterpart signature page to this Joinder Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Non-Investor Holder (but only with respect to the securities shares so transferred to the transferee), including including, without limitation, the obligations of a Key Non-Investor Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (ed) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, managers, managing members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Company’s Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted)an Immediate Family Member, or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Company’s Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), Directors or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock solely with respect each Investor, to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares an Affiliate of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionInvestor; provided that in the case of clause(s) clauses (a), ) and (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuancetransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause clauses (a), (c), ) and (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (iic) at any price pursuant to an agreement approved a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by a majority and comply with all applicable provisions of this Agreement to the Board of Directors, including either of same extent as if it were the Preferred Directors (as defined below)Key Holder making such pledge, (cd) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by unanimous consent of the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holder, family members; or (e) in to the case of a sale by the Key Holder that is a natural person, upon a transfer of up to 15% of the Transfer Stock held by such Key Holder made to as of the date that such Key Holder’s former spouse in connection with a divorce or other marital dissolutionHolder first became party to this Agreement; provided that in the case of clause(s) (a), (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuanceTransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (d) or (ed) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: apply (any transfer by a Specified Holder expressly permitted by this Section 3.1, an “Exempted Transfer”): (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Specified Holder to its stockholders(i) any other Specified Holder or (ii) an Affiliate of such Specified Holder so long as such Affiliate either (x) is directly or indirectly wholly-owned by such Specified Holder or (y) directly or indirectly wholly owns such Specified Holder; provided, members, partners or other equity holdersthat transfer to such Affiliate will result in the same ultimate beneficial ownership of the Subject Securities; (b) to a repurchase of Transfer Stock Subject Securities from a Key Specified Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an the Repurchase Agreement, this Agreement or any other agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, Board; or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in an underwritten Registered Transfer initiated by the case Investor or its Affiliates pursuant to Article V of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), the Investment Agreement in which the Investor or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”)its Affiliates also sells Subject Securities; provided, or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolution; provided that in the case of clause(s) clause (a), (c), (d) or (e)above, the Key Specified Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Investor and the Company of such gift or transfer and such shares of Transfer Stock Subject Securities shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuanceissuance or transfer, to the extent such transferee is not already a party hereto, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee)Specified Holder, including the obligations of a Key Specified Holder with respect to Proposed Key Holder Transfers of such Transfer Stock Subject Securities pursuant to Section 2; and provided, further, that in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 6.4 and 2.2 6.5 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholdersshareholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock Shares from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of DirectorsBoard, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), [(c) to a pledge of Transfer Shares that creates a mere security interest in the pledged Transfer Shares, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge,] [or] (d) in the case of a Key Holder that is a natural personan individual, upon a transfer of Transfer Stock Shares by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “"family members”"), or any other [relative/person individual] approved by [unanimous consent of] the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holder, family members; [or (e) in to the case of a sale by the Key Holder that is a natural person, upon a transfer of up to [__%] of the Transfer Stock Shares held by such Key Holder made to as of the date that such Key Holder’s former spouse in connection with a divorce Holder first became party to this Agreement]; [or other marital dissolution(f) any transfer of Shares effected pursuant to Section 6.10]; provided that in the case of clause(s) [(a)], [(c)], [(d) )] or [(e)], the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuancetransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock Shares pursuant to Section 2Sections 6.1 to 6.6 [; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (d) or (ed) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer]. Exempted Offerings Notwithstanding the foregoing or anything to the contrary herein, the provisions of Article 6 shall not apply to the sale of any Transfer Shares (a) to the public in an offering pursuant to a prospectus filed with the securities regulatory authority of any province or territory of Canada or an effective registration statement under the Securities Act, as amended; or (b) pursuant to a Deemed Liquidation Event. [Prohibited Transferees Notwithstanding the foregoing, no Key Holder shall transfer any Transfer Shares to (a) any entity which, in the determination of the Board, directly or indirectly competes with the Company; or (b) any customer, distributor or supplier of the Company, if the Board should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.] Drag-Along Right

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 Section 2(a) shall not apply: (aA) to a Proposed Transfer specifically approved as an “exempt transfer” under clause (A) of this Section 2(c)(i) by a majority of the Board of Directors, including a majority of disinterested directors; (B) in the case of a Key Holder Stockholder that is an entity, upon a transfer by such Key Holder Stockholder to its Affiliates, stockholders, members, partners or other equity holders; , (bC) to a repurchase of Transfer Stock from a Key Holder Stockholder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (cD) in the case of a Key Holder Stockholder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/natural person approved by unanimous consent of the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or Stockholder or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”)members, (dE) in the event that to any sale or transfer from a Key Holder Stockholder to another Stockholder; (the “Transferring Key Holder”F) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c)pledge, upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, gift or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock to any nonprofit organization approved by such Key Holder made unanimous consent of the Board of Directors for purposes of clause (F) of this Section 2(c)(i) (each, an “Approved Nonprofit”); or (G) to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionpurchases of Transfer Stock from an Approved Nonprofit by the Company; provided that in the case of clause(s) (aB), (c), (dD) or (eF), the Key Holder (or the Key Holder Trust, as the case may be) Stockholder shall deliver prior written notice to the Company of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder Stockholder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder Stockholder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (dD) or (eF) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (ai) in the case of a Key an Existing Holder that is an entity, upon a transfer by such Key Existing Holder to its stockholders, members, partners or other equity holders; holders or, in the case of a trust, its beneficiaries, (bii) to a repurchase of Transfer Stock from a Key an Existing Holder by the Company Company, (iiii) at to a price no greater than that originally paid by such Key Holder for such pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and pursuant comply with all applicable provisions of this Agreement to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of same extent as if it were the Board of Directors, including either of the Preferred Directors (as defined below)Existing Holder making such pledge, (civ) in the case of a Key an Existing Holder that is a natural person, upon a transfer of Transfer Stock by such Key Existing Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Existing Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person relative approved by the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Existing Holder and/or or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (dv) in the event that a Key Holder (the “Transferring Key to another Existing Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolution; provided that in the case of clause(s) clauses (ai), (c), iii) and (d) or (eiv), the Key Existing Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company other Existing Holders of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key an Existing Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key an Existing Holder with respect to Proposed Key Existing Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transferStock.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Subsections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder Shareholder that is an entity, upon a transfer by such Key Holder Shareholder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder Shareholder by the Company (i) at a price no greater than that originally paid by such Key Holder Shareholder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority Directors of the Board of Directors, including either of the Preferred Directors (as defined below)Company, (c) in the case of a Key Holder Shareholder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Shareholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder Shareholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or Shareholder or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Shareholder Trust”), (d) in the event that a Key Holder Shareholder (the “Transferring Key HolderShareholder”) had previously transferred any Transfer Stock to a Key Holder Shareholder Trust in accordance with this Section 3.1(c)3.1, upon a transfer by such Key Holder Shareholder Trust of any shares of such Transfer Stock back to the Transferring Key HolderShareholder or to a different Shareholder Trust, or (e) in the case of a Key Holder Shareholder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Shareholder made to such Key HolderShareholder’s former spouse in connection with a divorce or other marital dissolution; provided that in the case of clause(s) (a), (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) Shareholder shall deliver prior written notice to the Company and the Investors of such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder or Investor, as applicable (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder Shareholder with respect to Proposed Key Holder Shareholder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Subsections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder Stockholder that is an entity, upon a transfer by such Key Holder Stockholder to its stockholders, members, partners or partners, other equity holders; holders or Affiliates (including any affiliated investment fund or management company), (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder Stockholder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or Stockholder or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”)members, (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key a Regulated Holder Trust to a Permitted Regulatory Transferee or BHCA Transferee or pursuant to Article Fourteenth of any shares of such Transfer Stock back to the Transferring Key HolderRestated Certificate, or (e) in the case repurchase by the Company of a Key Holder that is a natural person, upon a transfer shares of Transfer Series F Preferred Stock as permitted under the Restated Certificate or (f) to any other sale approved by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionthe Requisite Investors; provided that in the case of clause(s) (a), (c), (d) or (ed), the Key Holder (or the Key Holder Trust, as the case may be) Stockholder shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder Holder, Founder or Investor (as applicable) (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder Holder, Founder or Investor (as applicable) with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (e) aboveabove by any Investor other than Xxxxxxx, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder an Other Shareholder that is an entity, upon a transfer by such Key Holder Other Shareholder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder an Other Shareholder by the Company (i) at a price no greater than that originally paid by such Key Holder Other Shareholder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder an Other Shareholder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Other Shareholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder Other Shareholder (or his or her spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), upon a transfer of Transfer Stock by such Other Shareholder made to his or her current or former spouse, including any current or former life partner or similar statutorily-recognized domestic partner in connection with a bona fide property settlement effected in connection with a marital separation or divorce, or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, by such Key Holder and/or Other Shareholder or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionmembers; provided that in the case of clause(s) (a), ) or (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) Other Shareholder shall deliver prior written notice to the Company Investor of such gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuanceTransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder an Other Shareholder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder an Other Shareholder with respect to Proposed Key Holder Other Shareholder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (d) or (ec) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Subsections 2.1 (Right of First Refusal) and 2.2 (Right of Co- Sale) shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either Directors of the Series A/B/D Company and the holders of at least 70% of the Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Stock, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, by such Key Holder and/or or any such family members members; or Approved Person (d) in the case of a Holding Company Key Holder, upon a transfer of a Holding Company Interest of such Holding Company Key Holder by a Holding Company Key Holder’s interest holder for bona fide estate planning purposes of such interest holder, either during such interest holder’s lifetime or on death by will or intestacy to such interest holder’s family members, or any other person approved by the Board of Directors of the Company and the holders of at least 70% of the Preferred Stock, or any custodian or trustee of any trust, partnership or limited liability companycompany for the benefit of, a “Key Holder Trust”), (d) in or the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer ownership interest of which are owned wholly by such Key Interest Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holderfamily members, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolution; provided that in the case of clause(s) (a), ) or (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company other Holders of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 22 (Agreement Among the Company, the Investors and the Key Holder); and provided, further, provided further in the case of any transfer pursuant to clause (a), or (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.. For further clarity,

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Subsections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase pledge of Transfer Stock from that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder by the Company (i) at a price no greater than that originally paid by making such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directorspledge, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by unanimous consent of the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionmembers; provided that in the case of clause(s) (a), (c), (db) or (ec), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (e) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (cd) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by unanimous consent of the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of or any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionfamily members; provided that in the case of clause(s) (a), (c), ) and (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuanceTransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, provided further in the case of any transfer pursuant to clause clauses (a), (c), (d) or (ed) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 5.1 and 2.2 5.2 shall not apply: apply (a) in the case of a Key Holder Stockholder that is an entity, upon a transfer by such Key Holder Stockholder to its Affiliates or each of their respective stockholders, members, partners or other equity holders; holders (an “Affiliate Transfer”), (b) to a repurchase of Transfer Stock from a Key Holder Stockholder by the Company (i) at a price no greater than that originally paid by such Key Holder Stockholder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority disinterested members of the Board of Directors, including either of the Preferred Directors (as defined below), (c) in the case of a Key Holder Stockholder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Stockholder made for bona fide estate planning purposes, either during his or her lifetime (provided that such Stockholder retains sole voting power over such Transfer Stock during such lifetime) or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder Stockholder (or his or her spouse, including any life partner or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, by such Key Holder and/or Stockholder or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in any transfer by Umbrella with the event that a Key Holder (the “Transferring Key Holder”) had previously transferred prior written consent of CRB, and any Transfer Stock to a Key Holder Trust by CRB with the prior written consent of Umbrella, in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to each case during the Transferring Key Holder, or (e) in first year following the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutiondate hereof; provided that in the case of clause(s) (a), ) or (c), (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) Stockholder shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuanceTransfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder Stockholder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder Stockholder with respect to Proposed Key Holder Stockholder Transfers of such Transfer Stock pursuant to Section 25; and provided, further, provided further in the case of any transfer pursuant to clause (a), (c), (d) or (ec) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 2 2 shall not apply: (a) in the case of a Key Major Holder that is an entity, upon a transfer by such Key Major Holder to its stockholders, members, partners or other equity holders; , (b) to a repurchase of Transfer Stock from a Key Major Holder by the Company (i) at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Major Holder making such pledge, or (ii) at any price pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), (cd) in the case of a Key Major Holder that is a natural person, upon a transfer of Transfer Stock by such Key Major Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Major Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either Directors of the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Major Holder and/or or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionmembers; provided that in the case of clause(s) clauses (a), (c), or (d) or (e), the Key Major Holder (or the Key Holder Trust, as the case may be) shall deliver prior written notice to the Company Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Major Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Major Holder with respect to Proposed Key Major Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (ed) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder Stockholder that is an entityEntity, upon a transfer by such Key Holder Stockholder to its stockholders, members, partners or other equity holders; (b) to a repurchase of Transfer Stock from a Key Holder Stockholder by the Company Company, provided, with respect to any repurchase by the Company, other than (i) at a price no greater than that originally paid by such Key Holder for such Transfer redemption of Series A Preferred Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of DirectorsCertificate, or (ii) at any price redemption of Capital Stock held by CII (or Permitted CII Transferee) pursuant to an agreement approved by a majority of the Board of Directors, including either of the Preferred Directors (as defined below), CT Presence Agreement; (c) in the case of a Key Holder Stockholder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or Stockholder or any such family members member; or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c)case of CII, upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back CII to the Transferring Key HolderPermitted CII Transferee (each transferee under clauses (a) through (d), or (e) in the case of inclusive, being a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolution“Permitted Transferee”); provided that in the case of clause(s) (a), (c), or (d) or (e), the Key Holder (or the Key Holder Trust, as the case may be) Stockholder shall deliver prior written notice to the Company and Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee Permitted Transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee Permitted Transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder Stockholder (but only with respect to the securities so transferred to the transfereePermitted Transferee), including the obligations of a Key Holder Stockholder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and and, provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (ec) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Subject to Section 6.8 below, notwithstanding the foregoing or Notwithstanding anything to the contrary herein, the provisions of Sections 2.1 Section 9 and 2.2 Section 10.1 shall not apply: (a) in the case of a Key Holder Securityholder that is an entity, upon a transfer by such Key Holder Securityholder to its stockholders, members, partners or other equity holders; holders or any of its or their respective Affiliates, (b) to a repurchase of Transfer Stock Shares from a Key Holder Securityholder who is a current or former employee of the LLC by the Company (i) Corporation or the LLC, as applicable, at a price no greater than that originally paid by such Key Holder Securityholder for such Transfer Stock Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (ii) at any price pursuant to an agreement approved by a majority of the Corporation Board of Directors or the LLC Board of Directors, including either of the Preferred Directors (as defined below)applicable, containing vesting and/or repurchase provisions, (c) to another Securityholder in a transaction approved by each of the Significant Securityholders or (d) in the case of a Key Holder Securityholder that is a natural person, upon a transfer of Transfer Stock Shares by such Key Holder Securityholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to one or more of his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”)Immediate Family Members, or any other relative/person approved by the Corporation Board of Directors or the LLC Board of Directors, including either the Series A/B/D Preferred Director or the Series C Director (each as defined in the Charter (as defined below) and collectively known as the “Preferred Directors”) (such relative/person, an “Approved Person”)applicable, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder and/or Securityholder or any such family members or Approved Person (such trust, partnership or limited liability company, a “Key Holder Trust”), (d) in the event that a Key Holder (the “Transferring Key Holder”) had previously transferred any Transfer Stock to a Key Holder Trust in accordance with Section 3.1(c), upon a transfer by such Key Holder Trust of any shares of such Transfer Stock back to the Transferring Key Holder, or (e) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made to such Key Holder’s former spouse in connection with a divorce or other marital dissolutionImmediate Family Members; provided that in the case of clause(s) (a), (c), (db) or (ed), the Key Holder (or the Key Holder Trust, as the case may be) Securityholder shall deliver prior written notice to the Company Investors of such pledge, gift or transfer transfer, and such shares of Transfer Stock Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and any agreement containing vesting, repurchase and/or forfeiture provisions. In addition, such transferee of Shares shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement and any agreement containing vesting, repurchase and/or forfeiture provisions as a Key Holder Securityholder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a), (c), (d) or (ed) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.