Common use of Exempt Transfers Clause in Contracts

Exempt Transfers. (i) Notwithstanding the foregoing, the provisions of Sections 5 and 6 hereof shall not pertain or apply to any pledge, transfer or gift to the ancestors, descendants, spouses of descendants, or spouse of a Selling Shareholder (the “Family Members”), or to trusts, funds, partnerships or limited liability companies for the benefit of such Family Members or a Selling Shareholder; provided, however, that the Selling Shareholder shall inform the Holders of such pledge, transfer or gift prior to effecting it and the pledgee, transferee or donee shall furnish the Holders with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred Offered Shares shall remain “Offered Shares” hereunder, and such pledgee, transferee or donee shall be treated as a “Selling Shareholder” for purposes of this Agreement. (ii) Notwithstanding the foregoing, the provisions of Section 5 and 6 hereof shall not apply to (i) the sale of any Offered Shares to the public pursuant to a registration statement filed with, and declared effective by, the Securities Act; or (ii) the sale of any Offered Shares to the Company.

Exempt Transfers. (i) Notwithstanding the foregoing, the provisions of Sections 5 and 6 hereof 4.1 through 4.5 shall not pertain or apply to (i) any pledge, transfer or gift to the ancestors, descendants, spouses of descendants, or spouse Permitted Transfer; (ii) any repurchase of a Selling Shareholder Designated Shareholders' unvested shares pursuant to a stock restriction agreement; or (iii) any bona fide gift or pledge; provided that (A) the “Family Members”), or to trusts, funds, partnerships or limited liability companies for the benefit of such Family Members or a Selling Shareholder; provided, however, that the Selling transferring Designated Shareholder shall inform the Holders Company of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee Permitted Transferee or donee shall furnish the Holders Company with a written agreement executed by such pledgee, Permitted Transferee, or donee, whereby such pledgee, Permitted Transferee, or donee agrees to be bound by and comply with all provisions of this AgreementAgreement as well as any and all other stock restrictions that the Company may reasonably request. Such transferred Offered Sale Shares shall remain “Offered "Sale Shares” " hereunder, and such pledgee, transferee Permitted Transferee or donee shall be treated as a “Selling Shareholder” "DESIGNATED SHAREHOLDER" for purposes of this Agreement. (ii) Notwithstanding the foregoing, the provisions of Section 5 and 6 hereof shall not apply to (i) the sale of any Offered Shares to the public pursuant to a registration statement filed with, and declared effective by, the Securities Act; or (ii) the sale of any Offered Shares to the Company.

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

Exempt Transfers. (i) 3.1 Notwithstanding the foregoing, the provisions of Sections 5 and 6 hereof Section 2 shall not pertain or apply to (a) any pledge, transfer or gift to the ancestors, descendants, spouses of descendants, descendants or spouse of a Selling Shareholder (the “Family Members”), or to trusts, funds, family limited partnerships or family limited liability companies companies, for the benefit of such Family Members persons or Founder, or (b) any pledge of shares of Founder Stock made pursuant to a Selling Shareholderbona fide loan transaction that creates a mere security interest; providedprovided that in the event of any such transfer, however, that the Selling Shareholder (i) Founder shall inform the Holders Investors of such pledge, transfer or gift prior to effecting it and (ii) the pledgee, transferee or donee shall furnish the Holders Investors with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred Offered Shares shares of Founder Stock shall remain “Offered Shares” "FOUNDER STOCK" hereunder, and such pledgee, transferee or donee shall be treated as a “Selling Shareholder” "FOUNDER" for purposes of this Agreement. (ii) 3.2 Notwithstanding the foregoing, the provisions of Section 5 and 6 hereof 2 shall not apply to (i) the sale of any Offered Shares shares of Founder Stock to the public pursuant to a registration statement filed with, and declared effective by, the Securities Act; or and Exchange Commission under the Securities Act of 1933, as amended (ii) the sale of any Offered Shares to the Company"SECURITIES ACT").

Exempt Transfers. (ia) Notwithstanding the foregoing, the provisions of Sections co-sale rights granted in this Section 5 and 6 hereof shall not pertain or apply to (i) any pledgepledge of Common Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any transfer or gift to the ancestors, descendants, spouses of descendants, descendants or spouse of a Selling Shareholder (the “Family Members”), or to trusts, funds, partnerships or limited liability companies trusts for the benefit of such Family Members persons or to a Selling ShareholderFounder, (iii) any transfer or transfers by a Founder to another Founder (the "Transferee-Founder") so long as the Transferee-Founder is, at the time of the transfer, employed by or acting as a director of the Company or (iv) any bona fide gifting of up to thirty percent (30%) of the number of shares of Common Stock held by such Founder; provided, however, provided that (A) the Selling Shareholder transferring Founder shall inform the Holders Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Holders Investors with a written agreement to be bound by and comply with all provisions of this AgreementSection 5. Such transferred Offered Shares Common Stock shall remain “Offered Shares” "Common Stock" hereunder, and such pledgee, transferee or donee shall be treated as a “Selling Shareholder” "Founder" for purposes of this Agreement. (iib) Notwithstanding This Agreement is subject to, and shall in no manner limit the foregoing, right which the provisions of Section 5 and 6 hereof shall not apply Company may have to repurchase securities from the Founder pursuant to (i) a stock restriction agreement or other agreement between the sale of any Offered Shares to Company and the public pursuant to a registration statement filed with, Founder and declared effective by, the Securities Act; or (ii) any right of first refusal set forth in the sale Bylaws of any Offered Shares to the Company.

Exempt Transfers. (ia) Notwithstanding the foregoing, the provisions co-sale rights of Sections 5 and 6 hereof the Shareholders shall not pertain or apply to (i) any pledgepledge of Shares made pursuant to a bona fide loan transaction that creates a security interest in such Shares, (ii) any transfer to another Founder or gift to the ancestors, descendants, spouses of descendants, descendants or spouse of a Selling Shareholder (the “Family Members”), Founder or to trusts, funds, partnerships or limited liability companies trusts for the benefit of such Family Members persons or a Selling ShareholderFounder; provided, however, or (iii) any bona fide gift; provided that (A) the Selling Shareholder transferring Founder shall inform the Holders Shareholders of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Holders with a written agreement agree in writing to be bound by and comply with all provisions of this Agreement. Such transferred Offered Shares shall remain “Offered "Shares” " hereunder, and such pledgee, transferee or donee shall be treated as a “Selling Shareholder” "Founder" for purposes of this Agreement. (iib) Notwithstanding the foregoing, the provisions of Section 5 and 6 hereof paragraph 2 shall not apply to (i) the sale of any Offered Shares (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act; ") or (ii) the sale of any Offered Shares to the Company.

Exempt Transfers. (i) 4.1 Notwithstanding the foregoing, the provisions co-sale rights of Sections 5 the Investors and 6 hereof other Founders shall not pertain or apply to (i) any pledgepledge of Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any transfer or gift to the ancestors, descendants, spouses of descendants, descendants or spouse of a Selling Shareholder (the “Family Members”), or to trusts, funds, partnerships or limited liability companies trusts for the benefit of such Family Members persons or a Selling ShareholderFounder; provided, however, or (iii) any bona fide gift; provided that (A) the Selling Shareholder transferring Founder shall inform the Holders Investors and the other Founders of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Holders Investors and the other Founders with a written agreement to be bound by and comply with all provisions of this Agreementagreement. Such transferred Offered Shares Stock shall remain “Offered Shares” "Stock" hereunder, and such pledgee, transferee or donee shall be treated as a “Selling Shareholder” "Founder" for purposes of this Agreement. (ii) 4.2 Notwithstanding the foregoing, the provisions of Section 5 and 6 hereof 3 shall not apply to (i) the sale of any Offered Shares Stock (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act; ") or (ii) the sale of any Offered Shares to the CompanyAcusphere.

Exempt Transfers. (iA) Notwithstanding the foregoing, the provisions rights of Sections 5 first refusal and 6 hereof co-sale of the Investors shall not pertain or apply to to: (i) any pledge, transfer or gift to the ancestors, descendants, spouses of descendants, descendants or spouse of a Selling Shareholder (the “Family Members”), or to trusts, funds, partnerships or limited liability companies trusts for the benefit of such Family Members persons or a Selling the Shareholder; provided(ii) any pledge of Stock made pursuant to a BONA FIDE loan transaction that creates a mere security interest; or (iii) any BONA FIDE gift; PROVIDED that in the event of any transfer made pursuant to one of the exemptions provided by clauses (i), however(ii) and (iii), that (A) the Selling Shareholder shall inform the Holders Investors of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Holders Investors with a written agreement to be bound by and comply with all provisions of this AgreementSections 2 and 3 herein. Such transferred Offered Shares Stock shall remain “Offered Shares” "Stock" hereunder, and such pledgee, transferee or donee shall be treated as a “Selling the "Shareholder” " for purposes of this Agreement. (iiB) Notwithstanding the foregoing, the provisions of Section 5 and 6 hereof this Agreement shall not apply to (i) the sale of any Offered Shares Stock to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act; or (ii) the sale of any Offered Shares to the Company."):

Exempt Transfers. (i) a. Notwithstanding the foregoing, the provisions co-sale rights of Sections 5 and 6 hereof the Stockholders shall not pertain or apply to (i) any pledgepledge of Stock made pursuant to a bona fide loan transaction that creates a mere security interest, (ii) any transfer or gift to the ancestors, descendants, spouses of descendants, descendants or spouse of a Selling Shareholder (the “Family Members”), or to trusts, funds, partnerships or limited liability companies trusts for the benefit of such Family Members persons or a Selling ShareholderFounder; provided, however, or (iii) any bona fide gift; provided that (A) the Selling Shareholder transferring Founder shall inform the Holders Stockholders of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the Holders Stockholders with a written agreement to be bound by and comply with all provisions of this AgreementSection 2. Such transferred Offered Shares Stock shall remain “Offered Shares” "Stock" hereunder, and such pledgee, transferee or donee shall be treated as a “Selling Shareholder” "Founder" for purposes of this Agreement. (ii) b. Notwithstanding the foregoing, the provisions of Section 5 and 6 hereof 2 shall not apply to (i) the sale of any Offered Shares Stock (i) to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act; ") or (ii) the sale of any Offered Shares to the Company, or (iii) if prior to such sale, the Founder held less than 5% of the Company's outstanding shares.

Exempt Transfers. (i) Notwithstanding the foregoing, the provisions rights of Sections 5 and 6 hereof first refusal of the Applicable Stockholders shall not pertain or apply to (a) any pledgepledge of Stock made pursuant to a bona fide loan transaction that creates a more security interest, (b) any transfer or gift to the ancestors, descendants, spouses of descendants, descendants or spouse of a Selling Shareholder (the “Family Members”), or to trusts, funds, partnerships or limited liability companies trusts for the benefit of such Family Members persons or the Applicable Stockholders; (c) any bona fide gift, (d) in the case of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ a Selling Shareholdertransfer to existing employees of Capital Entertainment Enterprises, Inc. or (e) in the case of ▇▇▇▇▇▇▇▇ Street, a transfer to the current members of ▇▇▇▇▇▇▇▇ Street or their affiliates; provided, however, provided in all cases that (i) the Selling Shareholder transferring Stockholder shall inform the Holders Applicable Stockholders of such pledge, transfer or gift prior to effecting it and (ii) the pledgee, transferee or donee shall furnish the Holders Applicable Stockholders with a written agreement to be bound by and comply with all provisions of this Agreement. Such transferred Offered Shares Stock shall remain “Offered SharesStock” hereunder, and such pledgee, transferee or donee shall be treated as a “Selling ShareholderStockholder” for purposes of this Agreement. (ii) Notwithstanding the foregoing, the provisions of Section 5 and 6 hereof shall not apply to (i) the sale of any Offered Shares to the public pursuant to a registration statement filed with, and declared effective by, the Securities Act; or (ii) the sale of any Offered Shares to the Company.