Common use of Transfers for Estate Planning Clause in Contracts

Transfers for Estate Planning. Notwithstanding Section 1.1, so long as the applicable transferee executes a counterpart signature page to this Lock-up Undertaking agreeing to be bound by the terms of this Lock-up Undertaking applicable to Subscriber, the Subscriber shall be permitted to make the following transfers: a. any transfer of Acquired Shares by such Subscriber to (i) such individual’s spouse and descendants (whether natural or adopted), parents and such parent’s descendants (whether natural or adopted) (collectively, “relatives”), (ii) such individual’s executor or personal representative, (iii) any trust, the trustee of which is such individual or such individual’s executor or personal representative and which at all times is and remains solely for the benefit of such individual and/or such individual’s relatives or (iv) an endowed trust or other charitable foundation, but only if such individual or such individual’s executor or personal representative maintains control over all voting and disposition decisions ((i), (ii), (iii) and (iv), collectively, “Family Group”), without consideration (it being understood that any such transfer shall be conditioned on the delivery to the Company of an undertaking by such transferee to transfer such Acquired Shares to the transferor if such transferee ceases to be a member of the transferor’s Family Group); provided, that no further transfer by such member of such Subscriber’s Family Group may occur without compliance with the provisions of this Lock-up Undertaking or to a charitable organization; and b. upon the death of Subscriber, any distribution of Acquired Shares owned by such Subscriber by the will or other instrument taking effect at death of such Subscriber or by applicable laws of descent and distribution to such Subscriber’s estate, executors, administrators and personal representatives, and then to such Subscriber’s heirs, legatees or distributees; provided, that a transfer by such transferor pursuant to this Section 1.2.1.0 shall only be permitted if a transfer to such transferee would have been permitted if the original Subscriber had been the transferor.

Transfers for Estate Planning. Notwithstanding Section 1.12.01, any Stockholder who is a natural Person, so long as the applicable transferee executes a counterpart signature page to this Lock-up Undertaking Agreement agreeing to be bound by the terms of this Lock-up Undertaking Agreement applicable to Subscribersuch Stockholder, the Subscriber shall be permitted to make the following transfersTransfers: a. i. any transfer Transfer of Acquired Shares shares of Common Stock or BGL Warrants by such Subscriber Stockholder to (i) such individual’s spouse and descendants (whether natural or adopted), parents and such parent’s descendants (whether natural or adopted) (collectively, “relatives”), (ii) such individual’s executor or personal representative, (iii) any trust, the trustee of which is such individual or such individual’s executor or personal representative and which at all times is and remains solely for the benefit of such individual and/or such individual’s relatives or (iv) an endowed trust or other charitable foundation, but only if such individual or such individual’s executor or personal representative maintains control over all voting and disposition decisions ((i), (ii), (iii) and (iv), collectively, “its Family Group”), Group without consideration (it being understood that any such transfer Transfer shall be conditioned on the delivery to the Company receipt of an undertaking by such transferee to transfer Transfer such Acquired Shares shares of Company Stock to the transferor if such transferee ceases to be a member of the transferor’s Family Group); provided, that no further transfer Transfer by such member of such SubscriberStockholder’s Family Group may occur without unless such Transfer is made (A) in compliance with the provisions of this Lock-up Undertaking Agreement or (B) to a charitable organization; and b. ii. upon the death of Subscriberany Stockholder who is a natural Person, any distribution of Acquired Shares any such shares of Common Stock or BGL Warrants owned by such Subscriber Stockholder by the will or other instrument taking effect at death of such Subscriber Stockholder or by applicable laws of descent and distribution to such SubscriberStockholder’s estate, executors, administrators and personal representatives, and then to such SubscriberStockholder’s heirs, legatees or distributees; provided, that a transfer Transfer by such transferor pursuant to this Section 1.2.1.0 2.02(b)(ii) shall only be permitted if a transfer Transfer to such transferee would have been permitted if the original Subscriber Stockholder had been the transferor.

Transfers for Estate Planning. Notwithstanding Section 1.1, so long as the applicable transferee executes subject to Section 1.6, any Holder who is a counterpart signature page to this Lock-up Undertaking agreeing to be bound by the terms of this Lock-up Undertaking applicable to Subscriber, the Subscriber natural Person shall be permitted to make the following transfersTransfers: a. (a) any transfer Transfer of Acquired its Lock-Up Shares by such Subscriber Holder to (i) such individual’s spouse and descendants (whether natural or adopted), parents and such parent’s descendants (whether natural or adopted) (collectively, “relatives”), (ii) such individual’s executor or personal representative, (iii) any trust, the trustee of which is such individual or such individual’s executor or personal representative and which at all times is and remains solely for the benefit of such individual and/or such individual’s relatives or (iv) an endowed trust or other charitable foundation, but only if such individual or such individual’s executor or personal representative maintains control over all voting and disposition decisions ((i), (ii), (iii) and (iv), collectively, “its Family Group”), Group without consideration (it being understood that any such transfer Transfer shall be conditioned on the delivery to the Company receipt of an undertaking by such transferee to transfer Transfer such Acquired Lock-Up Shares to the transferor if such transferee ceases to be a member of the transferor’s Family Group); provided, that no further transfer Transfer by such member of such SubscriberHolder’s Family Group may occur without compliance with the provisions of this Lock-up Undertaking Agreement or to a charitable organization; and provided, further that any such Lock-Up Shares shall continue to be subject to the restrictions on Transfer set forth in this Agreement and the transferee shall agree in writing to be bound thereby as provided in Section 1.6.2 hereof; and b. (b) upon the death of Subscriberany Holder who is a natural Person, any distribution of Acquired its Lock-Up Shares owned by such Subscriber by the will or other instrument taking effect at death of such Subscriber Holder or by applicable laws Laws of descent and distribution to such SubscriberXxxxxx’s estate, executors, administrators and personal representatives, and then to such SubscriberHolder’s heirs, legatees or distributees; provided, that a transfer Transfer by such transferor pursuant to this Section 1.2.1.0 1.2.1(b) shall only be permitted if a transfer Transfer to such transferee would have been permitted if the original Subscriber Holder had been the transferortransferor and provided, further that any such Lock-Up Shares shall continue to be subject to the restrictions on Transfer set forth in this Agreement and the transferee shall agree in writing to be bound thereby as provided in Section 1.6.2 hereof.

Transfers for Estate Planning. Notwithstanding Section 1.12.01, any Stockholder who is a natural Person, so long as the applicable transferee executes a counterpart signature page to this Lock-up Undertaking Agreement agreeing to be bound by the terms of this Lock-up Undertaking Agreement applicable to Subscribersuch Stockholder, the Subscriber shall be permitted to make the following transfersTransfers: a. i. any transfer Transfer of Acquired Shares shares of Common Stock or BGL Warrants by such Subscriber Stockholder to (i) such individual’s spouse and descendants (whether natural or adopted), parents and such parent’s descendants (whether natural or adopted) (collectively, “relatives”), (ii) such individual’s executor or personal representative, (iii) any trust, the trustee of which is such individual or such individual’s executor or personal representative and which at all times is and remains solely for the benefit of such individual and/or such individual’s relatives or (iv) an endowed trust or other charitable foundation, but only if such individual or such individual’s executor or personal representative maintains control over all voting and disposition decisions ((i), (ii), (iii) and (iv), collectively, “its Family Group”), Group without consideration (it being understood that any such transfer Transfer shall be conditioned on the delivery to the Company receipt of an undertaking by such transferee to transfer Transfer such Acquired Shares shares of Company Stock to the transferor if such transferee ceases to be a member of the transferor’s Family Group); provided, that no further transfer Transfer by such member of such SubscriberStockholder’s Family Group may occur without unless such Transfer is made (A) in compliance with the provisions of this Lock-up Undertaking Agreement or (B) to a charitable organization; and b. i. upon the death of Subscriberany Stockholder who is a natural Person, any distribution of Acquired Shares any such shares of Common Stock or BGL Warrants owned by such Subscriber Stockholder by the will or other instrument taking effect at death of such Subscriber Stockholder or by applicable laws of descent and distribution to such SubscriberStockholder’s estate, executors, administrators and personal representatives, and then to such SubscriberStockholder’s heirs, legatees or distributees; provided, that a transfer Transfer by such transferor pursuant to this Section 1.2.1.0 2.02(b)(ii) shall only be permitted if a transfer Transfer to such transferee would have been permitted if the original Subscriber Stockholder had been the transferor.