Common use of General Prohibition on Transfers; Permitted Transfers Clause in Contracts

General Prohibition on Transfers; Permitted Transfers. (a) Except as otherwise permitted by this Agreement, neither a Common Holder, nor any permitted transferee of such Common Holder pursuant to Section 1.1(b), shall directly or indirectly sell, assign, transfer, pledge, encumber, hypothecate, convey in trust, transfer by gift, bequest or descent, or otherwise dispose of, whether voluntarily or by operation of law (a “Transfer”), to any person or entity (a “Transferee”) any shares of Common Stock unless such Common Holder has complied with all of the terms of this Agreement. Any purported Transfer in violation of any provision of this Agreement shall be void and ineffectual and shall not operate to Transfer any interest or title to the purported Transferee. The Company shall not (i) transfer on its books any Common Stock that has been Transferred in violation of this Agreement or (ii) treat as the owner of such Common Stock, or accord the right to vote or pay dividends to, any such Transferee. (b) Provided that the Transferee complies with the terms of Section 3, the restrictions contained in this Section 1 shall not apply to: (i) any Transfer of Common Stock by a Common Holder to such Common Holder’s spouse, parents, siblings or lineal descendants (by blood, marriage or adoption); (ii) any Transfer of Common Stock by a Common Holder to a trust, partnership, corporation, limited liability company or other similar entity solely for the benefit of such Common Holder or such Common Holder’s spouse, parents, siblings or lineal descendants (by blood, marriage or adoption); (iii) any Transfer of Common Stock by a Common Holder, upon such Common Holder’s death, to the executors, administrators, testamentary trustees, legatees or beneficiaries of such Common Holder; or (iv) any Transfer of Common Stock by a Common Holder to the Company pursuant to a stock restriction agreement or other agreement under which the Company has the right to repurchase such Common Stock upon the occurrence of certain events, including termination of employment by or service to the Company or any subsidiary of the Company; provided that in each of clauses (i) and (ii) the Transferee grants to a Common Holder an irrevocable proxy coupled with an interest to vote all of the Common Stock so Transferred. The exemptions set forth in Section 1.1(b) from the Transfer restrictions contained in this Section 1 shall also be available to any permitted Transferee of a Common Holder as if such permitted Transferee was a Common Holder for the purposes of such Section 1.1(b). (c) Notwithstanding any other terms of this Agreement, shares of Common Stock acquired pursuant to that certain Common Stock Purchase Agreement dated on or about the date hereof (the “Selected Common Stock”) shall not be subject to any restrictions under this Agreement, and the holders of Selected Common Stock shall not be Common Holders hereunder as a result of the ownership of shares of Selected Common Stock.

General Prohibition on Transfers; Permitted Transfers. (a) Except as otherwise permitted by this Agreementhereby, neither a Common Holder, nor any permitted transferee of such Common Holder pursuant to Section 1.1(b), each Key Stockholder shall not directly or indirectly sell, assign, transfer, pledge, encumberdispose, convey, gift, hypothecate, convey in trust, transfer by gift, bequest or descent, encumber or otherwise dispose oftransfer (each, whether voluntarily or by operation of law (a “Transfer”), ) to any person or entity (a “Transferee”) any shares share of Common Stock unless such Common Holder Key Stockholder has complied with all of the terms of this Agreement. Any purported Transfer in violation of any provision of this Agreement shall be void and ineffectual and shall not operate to Transfer transfer any interest or title to the purported Transferee. The Company shall not (i) transfer on its books Notwithstanding any Common Stock that has been Transferred in violation of this Agreement or (ii) treat as the owner of such Common Stock, or accord the right to vote or pay dividends toother provision herein, any such Transfereeproposed Transfer to any person or entity whose primary business is, in the good faith judgment of the Board of Directors of the Company, directly competitive with the business of the Company, shall require the consent of the Board of Directors. (b) Provided that the Transferee complies with the terms of Section 3, the The restrictions contained in this Section 1 1.1 with respect to Transfers by each Key Stockholder of shares of Stock and the provisions of Sections 1.2 and 1.3 shall not apply to: to any Transfer of Stock by a Key Stockholder (i) to any Transfer of Common Stock by a Common Holder to such Common Holder’s spouse, parents, siblings (by blood, marriage or adoption) or lineal descendants (by blood, marriage or adoption); ) of a Key Stockholder; (ii) to any Transfer of Common Stock by a Common Holder to a trust, partnership, corporation, limited liability company trust or other similar entity solely for the benefit of such Common Holder the Key Stockholder or such Common Holderthe Key Stockholder’s spouse, parents, siblings or lineal descendants (by blood, marriage or adoption); descendants; (iii) to any Transfer of Common Stock by a Common Holder, upon such Common Holder’s death, to the executors, administrators, testamentary trustees, legatees or beneficiaries person who is an Affiliate of such Common HolderKey Stockholder, as such term is defined by Section 405 of the Securities Act; or (iv) as approved by the Board of Directors in connection with a pledge to financial institutions or other entities pursuant to a bona fide loan transaction that creates a mere security interest or mortgage; (v) in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 (or any Transfer successor form) under the Securities Act of Common Stock by a Common Holder 1933, as amended (the “Securities Act”) that results in net proceeds to the Company (after deducting applicable underwriting discounts and commissions) of not less than $10,000,000 in the aggregate (a “Qualified Public Offering”); or (vi) for which a majority of the Purchasers have provided their prior written consent (collectively, “Permitted Transferees”); provided, however, that any Transfer made by a Key Stockholder to a Permitted Transferee pursuant to a stock restriction agreement or other agreement under which the Company has the right to repurchase such Common Stock upon the occurrence of certain events, including termination of employment by or service to the Company or any subsidiary of the Company; provided that in each of clauses (i) and (ii) the Transferee grants to a Common Holder an irrevocable proxy coupled with an interest to vote all of the Common Stock so Transferred. The exemptions set forth in this Section 1.1(b) from may only be made if the Permitted Transferee, prior to the time of Transfer restrictions contained of Stock, agrees in this Section 1 shall also writing to be available to any permitted Transferee of a Common Holder as if such permitted Transferee was a Common Holder for bound by the purposes of such Section 1.1(b). (c) Notwithstanding any other terms of this Agreement, shares of Common Stock acquired pursuant to that certain Common Stock Purchase Agreement dated on or about the date hereof (the “Selected Common Stock”) shall not be subject to any restrictions under this Agreement, and the holders of Selected Common Stock shall not be Common Holders hereunder as a result of the ownership of shares of Selected Common Stock.

General Prohibition on Transfers; Permitted Transfers. (a) Except as otherwise permitted by this Agreement, neither a Common Holderno Stockholder, nor any permitted transferee of such Common Holder a Stockholder pursuant to Section 1.1(b), shall directly or indirectly sell, assign, transfer, pledge, encumber, hypothecate, convey in trust, transfer by gift, bequest or descent, or otherwise dispose of, whether voluntarily or by operation of law (a “Transfer”), to any person or entity (a “Transferee”) any shares of Common the Stock (defined below) which the Stockholder holds unless such Common Holder the Stockholder has complied with all of the terms of this Agreement. No Stateless Holder may Transfer any shares of Stock which such Stateless Holder holds prior to November 24, 2011. Any purported Transfer in violation of any provision of this Agreement shall be void and ineffectual and shall not operate to Transfer any interest or title to the purported Transferee. The Company shall not be required to (i) transfer on its books any Common Stock Securities that has have been Transferred in violation of this Agreement or (ii) treat as the owner of such Common Stock, or accord the right to vote or pay dividends to, any such Transferee. (b) Provided that the Transferee complies with the terms of Section 3, the The restrictions contained in this Section 1 shall not apply to: (i) any Transfer of Common Stock by a Common Holder Stockholder to such Common HolderStockholder’s spouse, parents, siblings or lineal descendants (by blood, marriage or adoption); (ii) any Transfer of Common Stock by a Common Holder Stockholder to a trust, partnership, corporation, limited liability company or other similar entity solely for the benefit of such Common Holder Stockholder or such Common HolderStockholder’s spouse, parents, siblings or lineal descendants (by blood, marriage or adoption)) or from such a trust to such a beneficiary; (iii) upon the death of a Stockholder, any Transfer of Common Stock by a Common Holder, upon Stockholder or a Party related to the Stockholder (such Common Holder’s deathas a trustee or donor to a trust), to the executors, administrators, testamentary trustees, legatees or beneficiaries of such Common Holder; orStockholder; (iv) any Transfer of Common Stock by a Common Holder Stockholder to the Company pursuant to a stock restriction agreement or other agreement under which the Company has the right to repurchase such Common Stock upon the occurrence of certain events, including termination of employment by or service to the Company or any subsidiary of the Company; (v) any Transfer of Stock pursuant to Section 3 of the Voting Agreement (as defined in the Purchase Agreement); (vi) any Transfer of Stock by an Investor to an Affiliate (as defined in the Purchase Agreement); or (vii) any Transfer of Stock pursuant to Section 1.3 of the Purchase Agreement; provided that in each of clauses (i) and (ii) ), the Transferee grants to a such Common Holder Stockholder an irrevocable proxy coupled with an interest to vote all of the Common Stock so Transferred. The exemptions set forth in Section 1.1(b1.1 (b) from the Transfer restrictions contained in this Section 1 shall also be available to any permitted Transferee of a Common Holder such stockholder as if such permitted Transferee was a Common Holder stockholder for the purposes of such Section 1.1(b). (c) Notwithstanding any other terms of this Agreement, shares of Common Stock acquired pursuant to that certain Common Stock Purchase Agreement dated on or about the date hereof (the “Selected Common Stock”) shall not be subject to any restrictions under this Agreement, and the holders of Selected Common Stock shall not be Common Holders hereunder as a result of the ownership of shares of Selected Common Stock.

General Prohibition on Transfers; Permitted Transfers. (a) Except as otherwise permitted by this Agreementhereby, neither a Common Holder, nor any permitted transferee of such Common Holder pursuant to Section 1.1(b), no Stockholder shall directly or indirectly sell, assign, transfer, pledge, encumber, hypothecate, convey in trust, transfer by gift, bequest or descent, encumber or otherwise dispose of, whether voluntarily or by operation of law (a “Transfer”), transfer to any person or entity (a “"Transferee”") any shares of Common Stock Securities unless such Common Holder the Stockholder has complied with all of the terms of this Agreement. Any purported Transfer sale, assignment, pledge, encumbrance or other transfer in violation of any provision of this Agreement shall be void and ineffectual ineffective and shall not operate to Transfer transfer any interest or title to the purported Transferee. The Company shall not (i) transfer on its books any Common Stock that has been Transferred in violation of this Agreement or (ii) treat as the owner of such Common Stock, or accord the right to vote or pay dividends to, any such Transferee. (b) Provided that the Transferee complies with the terms of Section 3, the The restrictions contained in this Section 1 Agreement with respect to transfers by Stockholders of Securities shall not apply to: (i) to repurchases of Securities of a Principal Stockholder pursuant to any Transfer stock option plan or other incentive agreement, plan or arrangement approved by the board of Common Stock directors of the Company between the Principal Stockholder and the Company which provides the Company with the right to repurchase such Securities; (ii) to any transfer of Securities by a Common Holder Principal Stockholder to any such Common Holder’s Principal Stockholder's spouse, parents, siblings (by blood or adoption) or lineal descendants (by blood, marriage blood or adoption); ; (iiiii) to any Transfer transfer of Common Stock Securities by a Common Holder Principal Stockholder to a trust, partnership, corporation, limited liability company or other similar entity solely for the benefit of such Common Holder Principal Stockholder or such Common Holder’s Principal Stockholder's spouse, parents, siblings or lineal descendants descendants; (by blood, marriage or adoption); (iiiiv) to any Transfer transfer of Common Stock Securities by a Common HolderPrincipal Stockholder, or upon such Common Holder’s death, a Principal Stockholder's death to the executors, administrators, testamentary trustees, legatees or beneficiaries of such Common HolderPrincipal Stockholder; or or (ivv) to any Transfer transfer of Common Stock Securities by a Common Holder the Investor to the Company pursuant to a stock restriction agreement or other agreement under which the Company has the right to repurchase such Common Stock upon the occurrence of certain eventsits Affiliates (as defined in Section 1.2(b)(iii) hereof); provided, including termination of employment by or service to the Company or any subsidiary of the Company; provided that in each of clauses (i) and (ii) through (v), each transferee, donee, heir or distributee shall, as a condition precedent to such transfer, become a party to this Agreement by executing an Adoption Agreement substantially in the Transferee grants to a Common Holder an irrevocable proxy coupled with an interest to vote form attached as Annex A and shall have all of the Common Stock so Transferred. The exemptions set forth in Section 1.1(b) from the Transfer restrictions contained in this Section 1 shall also be available to any permitted Transferee rights and obligations of a Common Holder as if such permitted Transferee was a Common Holder for the purposes of such Section 1.1(b)Stockholder hereunder. (c) Notwithstanding any other terms of this Agreement, shares of Common Stock acquired pursuant to that certain Common Stock Purchase Agreement dated on or about the date hereof (the “Selected Common Stock”) shall not be subject to any restrictions under this Agreement, and the holders of Selected Common Stock shall not be Common Holders hereunder as a result of the ownership of shares of Selected Common Stock.

General Prohibition on Transfers; Permitted Transfers. (a) Except as otherwise permitted by this Agreementhereby, neither a Common Holder, nor any permitted transferee of such Common Holder pursuant to Section 1.1(b), no Stockholder shall directly or indirectly sell, assign, transfer, pledge, encumber, hypothecate, convey in trust, transfer by gift, bequest pledge or descent, encumber or otherwise dispose of, whether voluntarily or by operation of law (a “Transfer”), transfer to any person or entity (a “Transferee”) any shares of Common Stock unless such Common Holder the Stockholder has complied with all of the terms of this Agreement. Any purported Transfer sale, assignment, pledge, encumbrance or other transfer in violation of any provision of this Agreement shall be void and ineffectual and shall not operate to Transfer transfer any interest or title to the purported Transferee. The Company shall not (i) transfer on its books any Common Stock that has been Transferred in violation of this Agreement or (ii) treat as the owner of such Common Stock, or accord the right to vote or pay dividends to, any such Transferee. (b) Provided that the Transferee complies with the terms of Section 3, the The restrictions contained in this Section 1 Agreement with respect to transfers by Stockholder of shares of Stock shall not apply to: : (i) any Transfer transfer of Common Stock by a Common Holder Stockholder to any such Common HolderStockholder’s spouse, parents, siblings (by blood, marriage or adoption) or lineal descendants (by blood, marriage or adoption); ; (ii) any Transfer transfer of Common Stock by a Common Holder Stockholder to a trust, partnership, corporation, limited liability company or other similar entity solely for the benefit of such Common Holder Stockholder or such Common HolderStockholder’s spouse, parents, siblings or lineal descendants (by blood, marriage or adoption); descendants; (iii) any Transfer transfer of Common Stock by a Common HolderStockholder or, upon such Common Holdera Stockholder’s death, to the executors, administrators, testamentary trustees, legatees or beneficiaries of such Common HolderStockholder; or (iv) any Transfer transfer of Common Stock by a Common Holder Stockholder to any person who controls, is controlled by or is under common control with such Stockholder (within the meaning of the Securities Act of 1933, as amended); (v) any distribution of Stock to the Company members, partners or stockholders of a Stockholder; and (vi) any transfer of stock by a Stockholder (A) pursuant to a stock restriction agreement merger or other agreement under which consolidation of the Company has the right to repurchase such Common Stock upon the occurrence of certain eventswith or into another corporation or corporations, including termination of employment by or service (B) pursuant to the Company or any subsidiary winding up and dissolution of the Company, (C) at, and pursuant to, a Qualified Public Offering (as defined in the Company’s Certificate of Incorporation, as the same may be amended and/or restated from time to time), or (D) in connection with a transaction in which stock of the Company having more than 50% of the voting power of all the then outstanding stock of the Company is transferred; provided provided, that in each of clauses (i) through (vi), each Transferee, donee, heir or distributee shall, as a condition precedent to such transfer, become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Annex A and (ii) the Transferee grants to a Common Holder an irrevocable proxy coupled with an interest to vote shall have all of the Common Stock so Transferred. The exemptions set forth in Section 1.1(b) from the Transfer restrictions contained in this Section 1 shall also be available to any permitted Transferee rights and obligations of a Common Holder as if such permitted Transferee was a Common Holder for the purposes of such Section 1.1(b). (c) Notwithstanding any other terms of this AgreementStockholder hereunder; and provided further, shares of Common Stock acquired pursuant to that certain Common Stock Purchase Agreement dated on or about the date hereof (the “Selected Common Stock”) shall not be subject to any restrictions under this Agreement, and the holders of Selected Common Stock shall not be Common Holders hereunder as a result in each of the ownership cases of shares (A), (B) and (D) of Selected Common Stockclause (vi) hereof, the Company’s stockholders of record as constituted immediately prior to such event will, immediately after such event, hold less than a majority of the voting power of the surviving or acquiring entity.

General Prohibition on Transfers; Permitted Transfers. (a) Except as otherwise permitted by this Agreementhereby, neither a Common Holder, nor any permitted transferee of such Common Holder pursuant to Section 1.1(b), no Principal Stockholder shall directly or indirectly sell, assign, transfer, pledge, encumber, hypothecate, convey in trust, transfer by gift, bequest or descent, encumber or otherwise dispose of, whether voluntarily or by operation of law (a “Transfer”), transfer to any person or entity (a “"Transferee”") any shares of Common Stock Securities unless such Common Holder the Principal Stockholder has complied with all of the terms of this Agreement. Any purported Transfer sale, assignment, pledge, encumbrance or other transfer in violation of any provision of this Agreement shall be void and ineffectual ineffective and shall not operate to Transfer transfer any interest or title to the purported Transferee. The Company shall not (i) transfer on its books any Common Stock that has been Transferred in violation of this Agreement or (ii) treat as the owner of such Common Stock, or accord the right to vote or pay dividends to, any such Transferee. (b) Provided that the Transferee complies with the terms of Section 3, the The restrictions contained in this Section 1 Agreement with respect to transfers by Principal Stockholders of Securities shall not apply to: (i) to repurchases of Securities of a Principal Stockholder pursuant to any Transfer stock restriction agreement between the Principal Stockholder and the Company which provides the Company with the right to repurchase such Securities; (ii) to any transfer of Common Stock Securities by a Common Holder Principal Stockholder to any such Common Holder’s Principal Stockholder's spouse, parents, siblings (by blood or adoption) or lineal descendants (by blood, marriage blood or adoption); ; (iiiii) to any Transfer transfer of Common Stock Securities by a Common Holder Principal Stockholder to a trust, partnership, corporation, limited liability company or other similar entity solely for the benefit of such Common Holder Principal Stockholder or such Common Holder’s Principal Stockholder's spouse, parents, siblings or lineal descendants descendants; (by blood, marriage or adoption); (iiiiv) to any Transfer transfer of Common Stock Securities by a Common HolderPrincipal Stockholder, or upon such Common Holder’s death, a Principal Stockholder's death to the executors, administrators, testamentary trustees, legatees or beneficiaries of such Common HolderPrincipal Stockholder; or (iv) any Transfer of Common Stock by a Common Holder to the Company pursuant to a stock restriction agreement or other agreement under which the Company has the right to repurchase such Common Stock upon the occurrence of certain eventsprovided, including termination of employment by or service to the Company or any subsidiary of the Company; provided that in each of clauses (i) and (ii) through (iv), each transferee, donee, heir or distributee shall, as a condition precedent to such transfer, become a party to this Agreement by executing an Adoption Agreement substantially in the Transferee grants to a Common Holder an irrevocable proxy coupled with an interest to vote form attached as Annex A and shall have all of the Common Stock so Transferred. The exemptions set forth in Section 1.1(b) from the Transfer restrictions contained in this Section 1 shall also be available to any permitted Transferee rights and obligations of a Common Holder as if such permitted Transferee was a Common Holder for the purposes of such Section 1.1(b)Principal Stockholder hereunder. (c) Notwithstanding any other terms of this Agreement, shares of Common Stock acquired pursuant to that certain Common Stock Purchase Agreement dated on or about the date hereof (the “Selected Common Stock”) shall not be subject to any restrictions under this Agreement, and the holders of Selected Common Stock shall not be Common Holders hereunder as a result of the ownership of shares of Selected Common Stock.

General Prohibition on Transfers; Permitted Transfers. (a) Except as otherwise permitted by this Agreementhereby, neither a Common Holder, nor any permitted transferee of such Common Holder pursuant to Section 1.1(b), shall each Stockholder and Preferred Stockholder agrees that it will not directly or indirectly sell, assign, transfer, pledge, encumberconvey, give, hypothecate, convey in trust, transfer by gift, bequest or descent, encumber or otherwise dispose ofof (each, whether voluntarily or by operation of law (a “Transfer”), ) to any person or entity Person (a “Transferee”) any shares share of Common Stock unless such Common Holder Stockholder or Preferred Stockholder has complied with all of the terms of this Agreement. Any purported Transfer in violation of any provision of this Agreement shall will be void and ineffectual and shall will not operate to Transfer any interest or title to the purported Transferee. The Company shall not (i) transfer on its books any Common Stock that has been Transferred in violation of this Agreement or (ii) treat as the owner of such Common Stock, or accord the right to vote or pay dividends to, any such Transferee. (b) Provided that the Transferee complies with the terms of Section 3, the The restrictions contained in this Section 1 shall 1.1 with respect to Transfers by each Stockholder and Preferred Stockholder of shares of Stock and the provisions of Section 1.2 and Section 1.3 will not apply toto any Transfer of Stock by a Stockholder or Preferred Stockholder: (i) to any Transfer of Common Stock by the transferees set forth below in this Section 1.1(b)(i) (each, a Common Holder to such Common Holder’s “Permitted Transferee”): 1) any spouse, parents, siblings (by blood, marriage or adoption) or lineal descendants (by blood, marriage or adoption)) of a Stockholder or Preferred Stockholder; (ii2) any Transfer of Common Stock by a Common Holder to a trust, partnership, corporation, limited liability company trust or other similar entity solely for the benefit of such Common Holder the Stockholder or such Common HolderPreferred Stockholder or the Stockholder’s or Preferred Stockholder’s spouse, parents, siblings or lineal descendants (by blood, marriage or adoption)descendants; (iii3) any Transfer of Common Stock by a Common Holder, upon such Common Holder’s death, to the executors, administrators, testamentary trustees, legatees or beneficiaries Person who is an Affiliate of such Common HolderStockholder or Preferred Stockholder, as such term is defined by Rule 405 promulgated under the Securities Act of 1933, as amended or to any members of a limited liability company that is a Stockholder or partners of a partnership that is a Stockholder; or (ivii) any Transfer of Common Stock by in a Common Holder to the Company pursuant to a stock restriction agreement or other agreement under which the Company has the right to repurchase Qualified Public Offering (as such Common Stock upon the occurrence of certain events, including termination of employment by or service to the Company or any subsidiary of term is defined in the Company; provided that in each ’s Third Amended and Restated Certificate of clauses (i) and (ii) Incorporation filed with the Transferee grants to a Common Holder an irrevocable proxy coupled with an interest to vote all Delaware Secretary of the Common Stock so Transferred. The exemptions set forth in Section 1.1(b) from the Transfer restrictions contained in this Section 1 shall also be available to any permitted Transferee of a Common Holder as if such permitted Transferee was a Common Holder for the purposes of such Section 1.1(b). (c) Notwithstanding any other terms of this Agreement, shares of Common Stock acquired pursuant to that certain Common Stock Purchase Agreement dated State on or about the date hereof (hereof); provided, however, that any Transfer made by a Stockholder or Preferred Stockholder to a Permitted Transferee pursuant to this Section 1.1(b) may only be made if the “Selected Common Permitted Transferee, prior to the time of Transfer of Stock”) shall not , provides written notice of such Transfer to the Stockholders and Preferred Stockholders of such Transfer and agrees in writing that such Stock will remain Stock for all purposes hereunder and such Permitted Transferee will be subject to any restrictions under bound by the terms of this Agreement and be treated as a Stockholder or Preferred Stockholder, as applicable, for all purposes of this Agreement, and the holders of Selected Common Stock shall not be Common Holders hereunder as a result of the ownership of shares of Selected Common Stock.

General Prohibition on Transfers; Permitted Transfers. (a) Except as otherwise permitted by this Agreement, neither a Common Holder, nor any permitted transferee of such Common Holder pursuant to Section 1.1(b), no Investor shall directly or indirectly sell, assign, transfer, pledge, encumber, hypothecate, convey in trust, transfer by gift, bequest or descent, or otherwise dispose of, whether voluntarily or by operation of law (a “Transfer”), ) to any person or entity (a “Transferee”) any shares of Preferred Stock, Common Stock Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) unless such Common Holder the Investor has complied with all of the terms of this AgreementSection 4. Any purported Transfer in violation of any provision of this Agreement shall be void and ineffectual and shall not operate to Transfer any interest or title to the purported Transferee. The Company shall not be required to (i) transfer on its books any Common Stock that has been Transferred in violation of this Agreement or (ii) treat as the owner of such Common Stock, or accord the right to vote or pay dividends to, any such Transferee. (b) Provided that the Transferee complies with the terms of Section 3, the The restrictions contained in this Section 1 4.1 shall not apply to: (i) any Transfer of Common Stock by a Common Holder an Investor to such Common HolderInvestor’s spouse, parents, siblings or lineal descendants (by blood, marriage or adoption); (ii) any Transfer of Common Stock by a Common Holder an Investor to a trust, partnership, corporation, limited liability company or other similar entity solely for the benefit of such Common Holder Investor or such Common HolderInvestor’s spouse, parents, siblings or lineal descendants (by blood, marriage or adoption); (iii) any Transfer of Common Stock by an Investor that is a Common Holdernatural person, upon such Common HolderInvestor’s death, to the executors, administrators, testamentary trustees, legatees or beneficiaries of such Common HolderInvestor; (c) any Transfer of Stock by an Investor to (1) any person who controls, is controlled by or is under common control with such Investor (within the meaning of the Securities Act), (2) its current or former general or limited partners, stockholders, members or beneficiaries, or (3) to an entity owned or managed by, or organized for the benefit of, the general or limited partners, stockholders, members, officers, directors, employees or beneficiaries of such Investor; or (ivi) any Transfer of Common Stock by a Common Holder an Investor to the Company pursuant to a stock restriction agreement or other agreement under which the Company has redemption provisions of such Stock. provided that in each case the right transferee will agree in writing to repurchase such Common Stock upon the occurrence of certain events, including termination of employment by or service be subject to the Company or any subsidiary terms of this agreement to the Company; provided that same extent as if they were an original Holder hereunder and in each of clauses (i) and (ii) the Transferee grants to a Common Holder the Investor an irrevocable proxy coupled with an interest to vote all of the Common Stock so Transferred. The exemptions set forth in Section 1.1(b) from For the Transfer restrictions contained in this Section 1 avoidance of doubt, no Lender shall also be available to any permitted Transferee of a Common Holder as if such permitted Transferee was a Common Holder for the purposes of such Section 1.1(b). (c) Notwithstanding any other terms of this Agreement, shares of Common Stock acquired pursuant to that certain Common Stock Purchase Agreement dated on or about the date hereof (the “Selected Common Stock”) shall not be subject to any restrictions under the provisions of this Agreement, and the holders of Selected Common Stock shall not be Common Holders hereunder as a result of the ownership of shares of Selected Common StockSection 4.

General Prohibition on Transfers; Permitted Transfers. (a) Except as otherwise permitted by this Agreementhereby, neither a Common Holder, nor any permitted transferee of such Common Holder pursuant to Section 1.1(b), no Principal Stockholder shall directly or indirectly sell, assign, transfer, pledge, encumber, hypothecate, convey in trust, transfer by gift, bequest or descent, encumber or otherwise dispose of, whether voluntarily or by operation of law (a “Transfer”), transfer to any person or entity (a “Transferee”"TRANSFEREE") any shares of Common Stock Securities unless such Common Holder the Principal Stockholder has complied with all of the terms of this Agreement. Any purported Transfer sale, assignment, pledge, encumbrance or other transfer in violation of any provision of this Agreement shall be void and ineffectual ineffective and shall not operate to Transfer transfer any interest or title to the purported Transferee. The Company shall not (i) transfer on its books any Common Stock that has been Transferred in violation of this Agreement or (ii) treat as the owner of such Common Stock, or accord the right to vote or pay dividends to, any such Transferee. (b) Provided that the Transferee complies with the terms of Section 3, the The restrictions contained in this Section 1 Agreement with respect to transfers by Principal Stockholders of Securities shall not apply to: (i) to repurchases of Securities of a Principal Stockholder pursuant to any Transfer stock restriction agreement between the Principal Stockholder and the Company which provides the Company with the right to repurchase such Securities; (ii) to transfers by the Investor to any of its affiliates; provided, however, that such transfers will be made in compliance with applicable Federal and state securities laws and in such a manner as to not affect the exemption from registration under applicable Federal and state securities laws of the initial sale of the Securities made pursuant to that certain Common Stock Purchase Agreement dated the date hereof; (iii) to any transfer of Securities by a Common Holder Principal Stockholder to any such Common Holder’s Principal Stockholder's spouse, parents, siblings (by blood or adoption) or lineal descendants (by blood, marriage blood or adoption); ; (iiiv) to any Transfer transfer of Common Stock Securities by a Common Holder Principal Stockholder to a trust, partnership, corporation, limited liability company or other similar entity solely for the benefit of such Common Holder Principal Stockholder or such Common Holder’s Principal Stockholder's spouse, parents, siblings or lineal descendants descendants; (by blood, marriage or adoption); (iiiv) to any Transfer transfer of Common Stock Securities by a Common HolderPrincipal Stockholder, or upon such Common Holder’s death, a Principal Stockholder's death to the executors, administrators, testamentary trustees, legatees or beneficiaries of such Common HolderPrincipal Stockholder; or (iv) any Transfer of Common Stock by a Common Holder to the Company pursuant to a stock restriction agreement or other agreement under which the Company has the right to repurchase such Common Stock upon the occurrence of certain eventsprovided, including termination of employment by or service to the Company or any subsidiary of the Company; provided that in each of clauses (i) and (ii) through (v), each transferee, donee, heir or distributee shall, as a condition precedent to such transfer, become a party to this Agreement by executing an Adoption Agreement substantially in the Transferee grants to a Common Holder an irrevocable proxy coupled with an interest to vote form attached as ANNEX A and shall have all of the Common Stock so Transferred. The exemptions set forth in Section 1.1(b) from the Transfer restrictions contained in this Section 1 shall also be available to any permitted Transferee rights and obligations of a Common Holder as if such permitted Transferee was a Common Holder for the purposes of such Section 1.1(b)Principal Stockholder hereunder. (c) Notwithstanding any other terms of this Agreement, shares of Common Stock acquired pursuant to that certain Common Stock Purchase Agreement dated on or about the date hereof (the “Selected Common Stock”) shall not be subject to any restrictions under this Agreement, and the holders of Selected Common Stock shall not be Common Holders hereunder as a result of the ownership of shares of Selected Common Stock.

General Prohibition on Transfers; Permitted Transfers. (a) Except as otherwise permitted by this Agreementhereby, neither a Common Holder, nor any permitted transferee of such Common Holder pursuant to Section 1.1(b), each Purchaser shall not directly or indirectly sell, assign, transfer, pledge, encumber, hypothecate, convey in trust, transfer by gift, bequest pledge or descent, encumber or otherwise dispose of, whether voluntarily or by operation of law (a “Transfer”), transfer to any person or entity (a “Transferee”"TRANSFEREE") any shares of Series B Preferred Stock (or any shares of Common Stock received on conversion of the shares of Series B Preferred Stock) (the "STOCK") unless such Common Holder Purchaser has complied with all of the terms of this Agreement. Any purported Transfer sale, assignment, pledge, encumbrance or other transfer in violation of any provision of this Agreement shall be null and void and ineffectual and shall not operate to Transfer transfer any interest or title to the purported Transferee. The Company shall not (i) transfer on its books any Common Stock that has been Transferred in violation of this Agreement or (ii) treat as the owner of such Common Stock, or accord the right to vote or pay dividends to, any such Transferee. (b) Provided that the Transferee complies with the terms of Section 3, the The restrictions contained in this Section 1 Agreement with respect to transfers by each Purchaser of shares of Stock shall not apply to: : (i) any Transfer a transfer to an Affiliate of Common Stock by a Common Holder to such Common Holder’s spouse, parents, siblings or lineal descendants (by blood, marriage or adoption); the Purchaser; and (ii) any Transfer transfer of Common Stock by a Common Holder to a trust, partnership, corporation, limited liability company or other similar entity solely for the benefit of such Common Holder or such Common Holder’s spouse, parents, siblings or lineal descendants Purchaser (by blood, marriage or adoption); (iiiA) any Transfer of Common Stock by a Common Holder, upon such Common Holder’s death, to the executors, administrators, testamentary trustees, legatees or beneficiaries of such Common Holder; or (iv) any Transfer of Common Stock by a Common Holder to the Company pursuant to a stock restriction agreement merger or other agreement under which consolidation of the Company has the right to repurchase such Common Stock upon the occurrence of certain eventsPurchaser with or into another corporation or corporations, including termination of employment by or service (B) pursuant to the Company or any subsidiary winding up and dissolution of the CompanyPurchaser, or (C) in, and pursuant to, the Initial Public Offering (as defined in the Certificate); provided provided, however, that in clause (i), each transferee shall, as a condition precedent to such transfer, agree in writing to be bound by the provisions of this Agreement, and shall have all of the rights and obligations of the Purchaser hereunder; provided, further, that in each of clauses the cases of (iA) and (B) of clause (ii) hereon, the Transferee grants Purchaser's shareholders of record as constituted immediately prior to such event will, immediately after such event, hold less than a Common Holder an irrevocable proxy coupled with an interest to vote all majority of the Common Stock so Transferred. The exemptions set forth in Section 1.1(b) from voting power of the Transfer restrictions contained in this Section 1 shall also be available to any permitted Transferee of a Common Holder as if such permitted Transferee was a Common Holder for the purposes of such Section 1.1(b)surviving or acquiring entity. (c) Notwithstanding Under no circumstances will any other terms of this Agreement, Purchaser be permitted to sell shares of Common Stock acquired pursuant to that certain Common Stock Purchase Agreement dated on or about the date hereof (the “Selected Common Stock”) shall not be subject to any restrictions under this Agreement, and the holders of Selected Common Stock shall not be Common Holders hereunder as a result competitor of the ownership Company or to any entity that owns in excess of shares 5% of Selected Common Stockthe equity of a competitor of the Company.