Common use of Transfers in Compliance with Law; Substitution of Transferee Clause in Contracts

Transfers in Compliance with Law; Substitution of Transferee. No transfer by any Employee Stockholder may be made pursuant to this Section 2 or Sections 3, 4 or 5 unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Annex II, (ii) the transfer complies in all respects with the applicable provisions of this Agreement and (iii) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. Upon becoming a party to this Agreement, the transferee of an Employee Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, an Employee Stockholder hereunder with respect to the Shares transferred to such transferee.

Transfers in Compliance with Law; Substitution of Transferee. No Notwithstanding any other provision of this Agreement, no transfer by any Employee Stockholder may be made pursuant to this Section 2 or Sections 3, 4 or 5 Section 11 of this Agreement unless (ia) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Annex IIExhibit A, (iib) the transfer complies in all respects with the all applicable provisions of this Agreement and (iiic) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Actall Requirements of Law. Upon becoming a party to this Agreement, the transferee of an Employee a Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, an Employee the transferring Stockholder hereunder with respect to the Shares transferred to such transferee.