Common use of Exempted Transfers Clause in Contracts

Exempted Transfers. 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 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, or (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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder 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.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 6.1 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 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 BoardBoard 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 (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 to any other person approved by unanimous consent of the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) ), (c), or (cd), the Key Holder shall deliver prior written notice to the Company and the Major 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 26; and provided further in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 to transfers by an entity, upon a transfer by such Key Holder Investor to its stockholders, members, partners or other equity holders, Affiliates; (b) to a repurchase pledge of Transfer Stock from that creates a Key Holder 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 Company at a price no greater than that originally paid by same extent as if it were the Investor 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, pledge; or (c) in the case of a Key Holder an Investor that is a natural person, upon to a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his Investor to (i) one 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 more of such Key Holder Investor’s Immediate Family Members, (or his or her spouseii) (all of the foregoing collectively referred to as “family members”), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely a trust for the benefit of, of such Investor or one or more of such Investor’s Immediate Family Members or (iii) a Person controlled by one or more of such Investor’s Immediate Family Members or a trust for the ownership interests benefit of which are owned solely by, such Key Holder Investor or by any one or more of such family membersInvestor’s Immediate Family Members; provided that the Investor (or such Investor’s representative in the case of clause(sdeath or incapacity) (a) or (c), the Key Holder shall deliver prior written notice to the Company and the other 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, execute and deliver a counterpart signature page to this Agreement or a joinder 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). In addition, including Section 2.2 shall not apply to a transfer by an Investor pursuant to a public market transaction where the obligations identity of a Key Holder with respect the transferee is not known to Proposed Key Holder Transfers such Investor at the time of such Transfer Stock pursuant to Section 2transfer (a “Public Market Transaction”).

Exempted Transfers. Notwithstanding Subject to the terms of Section 3.3, but notwithstanding the foregoing or anything any other provision 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 holdersAffiliates, (b) to a repurchase of Transfer Stock Securities from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock Securities and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock Securities by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime 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 descendant, father, mother or brother or sister (or his or her spouse) of such Key Holder (all of the foregoing collectively referred to as “family members”), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; member, provided that in the case of clause(s) (a) or (c), (x) the Key Holder shall deliver prior written notice to the Company and the Investors Investor of such pledgegift, gift sale or transfer and (y) such shares of Transfer Stock 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 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 Securities pursuant to Section 2.

Exempted Transfers. 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 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 BoardBoard of Directors, or (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 to any other relative/person approved by the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) ), or (c), the Key Holder 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.

Exempted Transfers. 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 entitya Major Investor or a Founder, upon a transfer by such Key Holder Stockholder to its stockholders, members, partners or other equity holdersAffiliates, (b) to a repurchase of Transfer Capital Stock from a Key Holder by the Company 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 BoardCompany, or (c) in transfers of Capital Stock to the case Founder or, solely with respect to the provisions of a Key Holder that is a natural personSections 2.1(c), 2.1(d) and 2.2 (b), to employees of the Company; or (d) upon a transfer of Transfer Capital Stock by such Key Holder a Stockholder made for bona fide estate planning purposespurposes or incidental to the dissolution of marriage, either during his or her lifetime or on death by will or intestacy to his or her spouse, domestic partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder Stockholder (or his or her spousespouse or domestic partner) (all of the foregoing collectively referred to as “family members”), or to any other person relative approved by unanimous consent of the Boarddisinterested members of the Board of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Stockholder or by any such family members; provided that in the case of clause(s) this clause (a), (c) or (cd), the Key Holder Stockholder shall deliver prior written notice to the Company and the Major Investors of such pledge, gift or transfer and such shares of Transfer 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 (or other joinder agreement acceptable to the Company) 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 Stockholder with respect to Proposed Key Holder Stockholder Transfers of such Transfer Capital Stock pursuant to Section 2; and provided further in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard 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 (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 to any other person relative approved by the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members;; provided that in the case of clause(s) clauses (a) ), (c), or (cd), the Key Holder 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 in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. (a) Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 6.2 and Section 6.3 shall not apply: (i) to a repurchase of Shares from a Transferor by the Company at a price no greater than that originally paid by such Transferor for such Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by the Board, (ii) in the case of a Transferor that is a natural person, upon a transfer of Shares by such Transferor, either during his or her lifetime or on death by will or intestacy, to his or her Immediate Family Members or any other relatives approved by the Board (including the affirmative votes of 1/2 Key Investors’ Directors), or any custodian or trustee for the account of a Transferor or a Transferor’s Immediate Family Members, (iii) any transfer of shares of the Company indirectly held by any Key Holder from the Holding Entity to such Key Holder at cost, or (iv) the sale of any Shares to the public in a Qualified IPO, provided that (a) adequate documentation therefor is provided to the Investors and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor by executing an Adherence Agreement substantially in the form attached hereto as Exhibit A (“Adherence Agreement”); and (b) such Transfer is effected in compliance with all applicable Laws including, without limitation, Circular 37 provided however, without prejudice to the compliance with other applicable Laws, the Transfer of Shares to any custodian or trustee for the account of (x) a Transferor, (y) a Transferor’s Immediate Family Members or (z) a Transferor’s other relatives approved by the Board (including the affirmative votes of 1/2 Key Investors’ Directors), as set out in sub-section (ii) above, shall be effected in compliance with Circular 37 only to the extent legally practicable; provided, further, such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder. (b) In the event that the Company is to alter or dissolve the existing Captive Structure, each of the Investors, severally but not jointly, shall be entitled to transfer any and all Equity Securities in the Company then held by the Investors respectively to an Affiliate, Affiliate Fund or a third party designated by the Investors respectively (each as an “Investor’s Designated Party”) at a price solely decided by the Investors respectively, or swap its Equity Securities in the Company with new Equity Securities denominated in RMB to be issued by any of the surviving Group Companies to Investor’s Designated Party. As a result, the Investor’s Designated Party shall hold an equity interest in the surviving Group Companies equivalent to the Equity Securities then held by the Investors respectively in the Company. The Parties shall vote, and cause their respective directors or representatives to vote in favor of such share transfer, and cause the Company and the Group Companies to take all necessary actions to obtain consents and approvals from competent agencies, if any, to make registration of the share transfer, and to issue new shares, if applicable. If there is any tax or charge arising from such transfer and/or swap of Equity Securities, the Parties shall consult in good faith to work out an amicable solution. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 6.1, 6.2, 6.3, 6.4 and 2.2 6.5 shall not apply: (a) apply 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 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, or (c) swap 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 adoptedaccordance with this Section 6.6(b), 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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder 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.

Exempted Transfers. 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 Prospective Transferor that is an entity, upon a transfer by such Key Holder Prospective Transferor to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder Prospective Transferor by the Company at a price no greater than that originally paid by such Key Holder Prospective Transferor for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the BoardBoard of Directors, or (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 Prospective Transferor making such pledge, (d) in the case of a Key Holder Prospective Transferor that is a natural person, upon a transfer of Transfer Stock by such Key Holder Prospective Transferor 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 Prospective Transferor (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other relative or person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder Prospective Transferor or by any such family members; (e) to a transfer that is approved by the Board of Directors of the Company; or (f) to the sale by the Prospective Transferor of up to ten percent (10%) of the Transfer Stock held by such Prospective Transferor as of the date that such Prospective Transferor first became party to this Agreement; provided that in the case of clause(s) (a) or ), (c), (d), (e) or (f), the Key Holder Prospective Transferor shall deliver prior written notice to the Company Investors and the Investors Key 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 an Investor (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder Prospective Transferor 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) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 or Investor that is an entity, upon a transfer by such Key Holder or Investor to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder or an Investor by the Company at a price no greater than that originally paid by such Key Holder or Investor for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the BoardBoard of Directors, or (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 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 to any other person approved by the Board, or (e) upon a transfer of Transfer Stock to any custodian or trustee of any trust, trust or to a partnership or limited liability company that is solely company, in each case for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by Investor or any such family members; provided that in the case of clause(s) clause (a), (c), (d) or (ce), the Key Holder or Investor, as the case may be, shall deliver prior written notice to the Company and all the Investors and Key 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 or Investor, as the case may be, (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) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 Shareholder that is an entity, upon a transfer by such Key Holder Shareholder to its stockholdersshareholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock Shares from a Key Holder Shareholder by the Company or the Company's Affiliates at a price no greater than that originally paid by such Key Holder Shareholder for such Transfer Stock Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or (c) in the case of a Key Holder Shareholder that is a natural person, upon a transfer of Transfer Stock Shares 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 spouseSpouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder Shareholder (or his or her spouseSpouse) or any other Immediate Family Member (all of the foregoing collectively referred to as “"family members”"), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Shareholder or by any such family members; provided that in the case of clause(s) clause (a) or (c), the Key Holder such Shareholder shall deliver prior written notice to the Company and the Investors other Shareholders 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 Agreement, shall be subject to such voting arrangements as may be reasonably required by the Board, 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 Shareholder (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 Shares pursuant to Section 2. The parties further confirm, acknowledge and agree that in the case of clause (a) or (c), such Transfer Shares shall at all times remain subject to the provisions of Section 2.4(a) (the "Repurchase Right") and that if a Triggering Event occurs with respect to the Shareholder that effected the relevant Transfer, such Transfer Shares shall remain subject to the Repurchase Right, notwithstanding the Transfer.

Exempted Transfers. 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, retired members, partners, retired partners or other equity holders, ; (b) to a repurchase by the Company of Transfer Stock from a Key Holder by that is a former employee, officer, director, consultant or other person who performed services for the Company or any subsidiary in connection with the cessation of such employment or service at either the original purchase price or the then-current fair market value thereof; (c) to a price no greater than pledge of Transfer Stock that originally paid creates a mere security interest in the pledged Transfer Stock, provided that the pledge thereof agrees in writing in advance to be bound by such and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder for making such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or pledge; (cd) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder (i) to his or her Family Member(s) or any custodian or trustee of any trust, partnership, limited liability company or other entity for the benefit of, or the ownership interests of which are owned (directly or indirectly) wholly by, such Key Holder or any such Family Member(s); (ii) to the estate of such Key Holder and/or any Family Member(s) of such Key Holder; or (iii) otherwise by devise or descent or made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy intestacy; or (e) to his or her spouse, child (natural or adopted), or any other direct lineal descendant the sale by the Key Holder of up to 5% of the Capital Stock held by such Key Holder (or his or her spouse) (all as of the foregoing collectively referred to as “family members”), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company date that is solely for the benefit of, or the ownership interests of which are owned solely by, such Key Holder or by any such family membersfirst became party to this Agreement; provided that in the case of clause(s) (a) or clauses 3.1(a), (c), (d) or (e): (i) the Key Holder shall deliver prior written notice to the Company and the Investors Rights Holders of such pledge, gift or transfer and within thirty (30) days after the closing thereof; (ii) such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and Agreement; and (iii) 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.

Exempted Transfers. 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 the Founder by the Company at a price no greater than that originally paid by Company, provided such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions was approved by a majority of the BoardBoard of Directors, including at least a majority of the directors designated by the holders of Preferred Stock, or (cb) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder the Founder to its members or from its members 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 to any other person approved by unanimous consent of the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder the Founder or by any such family members; provided that in the case of clause(sclause (b) (a) or (c), the Key Holder Founder 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 Founder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder the Founder with respect to Proposed Key Holder Founder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (b) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard of Directors, or (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 to any other person approved by the Boardconsent of the Board of Directors, including the Class A Preferred Director (as defined in the Restated Articles), or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder 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.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, other than Subsections 3.2 and 3.3, the provisions of Sections Subsections 2.1 and 2.2 shall not apply: (a) in the case to a transfer of Capital Shares by a Key Holder Shareholder that is an entity, upon a transfer by to an Affiliate of such Key Holder to its stockholders, members, partners or other equity holdersShareholder, (b) to a repurchase of Transfer Stock Shares from a Key Holder Shareholder by the Company at a price no greater than that originally paid by such Key Holder Shareholder for such Transfer Stock Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the BoardBoard of Directors, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock Shares 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 to any other person relative approved by unanimous consent of the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Shareholder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder Shareholder shall deliver prior written notice to the Company Investors and the Investors Key Holders 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 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 an Investor, Key Holder or Common Shareholder, as applicable (but only with respect to the securities so transferred to the transferee), including the obligations of a an Investor, Key Holder or Common Shareholder with respect to Proposed Key Holder Transfers of such Transfer Stock Shares pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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, Board of Directors; or (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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder 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 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) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Subsection 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 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 BoardCompany’s Board of Directors, or (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 to any other person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members, (d) to a sale or transfer of less than 10,000 shares of Transfer Stock within thirty (30) days (unless such sale or transfer is part of a series of sales or transfers to a single purchaser), (e) to sales of Transfer Stock on a national securities exchange, (f) to the transfer of Transfer Stock as a result of foreclosure in a margin account or otherwise on such Transfer Stock, (g) to a gift or transfer of Transfer Stock to a 501(c)(3) or other charitable organization, or (h) to the sale or transfer of Transfer Stock at the direction of any regulatory agency with oversight of the Company or its Affiliates; provided that in the case of clause(s) clause (a), (c) or (cd), the Key Holder shall deliver prior written notice to the Company and the Investors 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) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 Section 3 shall not apply: apply to (a) a transfer to an Affiliate of the transferring Stockholder, (b) a market transaction in compliance with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), (c) a pledge that creates a mere security interest in the pledged Shares; (d) 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 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, or (c) in the case of a Key Holder Stockholder 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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder Stockholder or by any such family members; or (e) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code (an “Exempted Transfer”); provided that in the case of clause(s) clause (a), (c) or (cd), the Key Holder Stockholder shall deliver prior written notice to the Company other Stockholder and the Investors of such pledge, gift or transfer and such shares of Transfer Stock Shares transferred 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 ; and provided further in the obligations case of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock any transfer pursuant to Section 2clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 at or to a price no greater than transfer of Transfer Stock between stockholders of the Company, (c) to a pledge of Transfer Stock that originally paid by such Key Holder for such creates a mere security interest in the pledged Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority is made with the written consent of the BoardCompany, or 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 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 to any other person approved by unanimous consent of the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; or (e) to the transfer in any given calendar year of up to 5% of the Holder's Transfer Stock; provided that in the case of clause(s) clauses (a) ), (d), or (ce), the Key Holder 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 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.

Exempted Transfers. 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 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 BoardBoard of Directors, or (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 to any other person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members, or (e) to the sale by the Key Holder of up to 15% of the Transfer Stock held by such Key Holder as of the date that such Key Holder first became party to this Agreement; provided that in the case of clause(s) (a), (c), (d) or (ce), the Key Holder 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.

Exempted Transfers. 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 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 BoardBoard of Directors, or (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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) clauses (a) or (c), the Key Holder 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 in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard of Directors, or (cb) 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 to any other person relative approved by the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members, or (c) upon a transfer to a charitable institution for philanthropic purposes; provided that in the case of clause(s) (a) b), (c), or (cd), the Key Holder 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 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 clauses (b), (c) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 stockholder of the Company that is an entity, upon a transfer by such Key Holder stockholder to its Affiliates or its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder stockholder of the Company by the Company 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 BoardBoard 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 stockholder making such pledge, or (cd) in the case of a Key Holder stockholder of the Company 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 to any other person relative approved by unanimous consent of the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder stockholder or by any such family members; provided that in the case of clause(s) (a) or ), (c), or (d), the Key Holder stockholder 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 in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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, beneficiaries, remaindermen, members, partners partners, Affiliates or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company 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 BoardBoard of Directors, or (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 to any other person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; provided that in the case of clause(s) clauses (a) ), or (c), the Key Holder 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.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 Section 5.1 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 Capital Stock from a Key Holder the Founder by the Company at a price no greater than that originally paid by such Key Holder the Founder for such Transfer Capital Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the BoardBoard of Directors, (b) to a pledge of Capital Stock that creates a mere security interest in the pledged 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 Founder making such pledge, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Capital Stock by such Key Holder made the Founder 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 the Founder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other relative/person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder the Founder or by any such family members; provided that in the case of clause(s) (ab) or and (c), the Key Holder Founder shall deliver prior written notice to the Company and the Investors ▇▇▇▇▇▇ of such pledge, gift or transfer and such shares of Transfer 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 the Founder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder the Founder with respect to Proposed Key Holder proposed Transfers of such Transfer Capital Stock pursuant to Section 25.

Exempted Transfers. 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 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 BoardBoard 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 (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 to any other person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; provided that in the case of clause(s) (a), (c) or (cd), the Key Holder 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, in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 4.1 and 2.2 4.2 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 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, or (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), parent, or any other direct lineal descendant or ancestor of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other person Person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; provided that in the case of clause(s) clauses (a) or and (c), the Key Holder 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 24; and provided, further, in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 or Investor that is an entity, upon a transfer by such Key Holder or Investor to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company 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, (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 or Investor making such pledge, or (cd) 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 to any other relative/person approved by unanimous consent of the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Holder, Investor or by any such family members; provided that in the case of clause(s) (a), (c) or (cd), the Key Holder or Investor, as applicable, shall deliver prior written notice to the Company and the other 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 or Investor, as applicable (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder or Investor 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) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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, or 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, (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 to any other person approved by unanimous consent of the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a), (c) or (cd), the Key Holder 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.

Exempted Transfers. 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 at or to a price no greater than transfer of Transfer Stock between stockholders of the Company, (c) to a pledge of Transfer Stock that originally paid by such Key Holder for such creates a mere security interest in the pledged Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority is made with the written consent of the BoardCompany, or 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 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 to any other person approved by unanimous consent of the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; or (e) to the transfer in any given calendar year of up to 5% of the Holder’s Transfer Stock; provided that in the case of clause(s) clauses (a) ), (d), or (ce), the Key Holder 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 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.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 2(a) and 2.2 2(b) shall not apply: (ai) 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, (bii) to a repurchase of Transfer Stock from a Key Holder by the Company 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 BoardBoard of Directors, or (ciii) 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 to any other person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; provided that in the case of clause(sclauses (i) and (a) or (ciii), the Key Holder 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.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 2.1, 2.2 and 2.2 3.3 shall not apply: (a) in the case of a Key Common Holder or Investor that is an entity, upon a transfer by such Key Common Holder or Investor to its stockholders, members, partners or other equity holders, or other Affiliates, (b) to a repurchase of Transfer Capital Stock from a Key Common Holder or Investor by the Company at a price no greater than that the lower of (i) the price originally paid by such Key Common Holder or Investor for such Transfer Capital Stock and (ii) the current fair market value of such Capital Stock, as determined in good faith by the Company’s Board of Directors, and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the BoardBoard of Directors (not including any directors Affiliated with the Common Holder), or (c) in the case of a Key Common Holder that is a natural person, upon a transfer of Transfer Capital Stock by such Key Common 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 Common Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other relative/person approved by unanimous consent of the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Common Holder or by any such family members, or to a charitable remainder trust; provided that in the case of clause(s) (a) the transferring Common Holder or (c), the Key Holder Investor shall deliver prior written notice to the Company and the other Investors of such pledge, gift or transfer and such shares of Transfer 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 in the same capacity as a Key Holder the transferring shareholder (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 proposed transfers of such Transfer Capital Stock pursuant to Section 22 and, with respect to the Common Holders, pursuant to Section 3.3; and provided, further, in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 for no consideration 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 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, or (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 to any other person relative approved by unanimous consent of the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; provided provided, that in the case of clause(s) (a) or and (c), the Key Holder 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, in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 the Board of the BoardDirectors, or (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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family membersmembers or (d) to a transfer of Transfer Stock to any other Person approved by the Company’s Board of Directors, including the Preferred Director (as defined in the Company’s Certificate of Incorporation); provided that in the case of clause(s) clauses (a), (c) or (cd), the Key Holder 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, in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard 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 (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 to any other relative/person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Major Holder or by any such family members; provided that in the case of clause(s) clauses (a) or ), (c), or (d), the Key Major Holder 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 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) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard of Directors, including a majority of Preferred Directors or (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 to any other person approved by the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder 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 in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the The provisions of Sections 2.1 and this Section 2.2 shall not apply: apply to the transfer or retransfer of, and the Shareholders may transfer or retransfer, any Capital Stock held by such Shareholder to or for the benefit of (ai) in the case any spouse, parent, child, brother, sister, grandchild, brother-in-law, sister-in-law, father-in-law, mother-in-law, nieces, nephews or lineal descendant (including adopted children and stepchildren) of such holder (including, without limitation, trustee(s) of a Key Holder trust for the benefit of the Shareholder or any of the foregoing); (ii) any trustee of a voting trust for purposes of transferring shares into such voting trust; (iii) any legal representative, devisee, or heir of a Shareholder upon his or her death, or (iv) any other person, provided that is an entity, upon a transfer the aggregate exempted transfers which may be made pursuant to this clause (iv) shall be limited to 10% of the number of shares of Capital Stock (adjusted for subsequent stock splits) held by such Key Holder Shareholder at the time such Shareholder becomes a party to its stockholders, members, partners or other equity holders, this Agreement and provided further that transfers under this clause (biv) shall be subject to a repurchase of Transfer Stock from a Key Holder the receipt by the Company at a price no greater than of an opinion of counsel 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, transfers are exempt from registration under applicable federal or (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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, such Key Holder or by any such family membersstate securities laws; provided that in the case of clause(sall such transferees under this Subsection (g) (a) or (c), the Key Holder shall deliver prior written notice to the Company and the Investors of take such pledge, gift or transfer and such shares of Transfer Offered 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 restrictions, terms, and conditions of this Agreement as a Key Holder (but only with respect and shall execute and deliver to the securities so transferred Secretary of the Company a written statement confirming the same prior to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers acquiring such shares and there shall be no further transfer of such Transfer Stock pursuant to Section 2.shares except in accordance with this Agreement;

Exempted Transfers. 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 at a price no greater Company, provided, with respect to any repurchase by the Company, other than that originally paid redemption of Capital Stock held by such Key Holder for such Transfer Stock and CII (or Permitted CII Transferee) pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or 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 to any other relative/person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Stockholder or by any such family membersmember; (d) in the case of CII, upon a transfer by CII to Permitted CII Transferee; or in the case of MNC, upon a transfer by MNC to a Permitted MNC Transferee (each transferee under clauses (a) through (d), inclusive, being a “Permitted Transferee”); provided that in the case of clause(s) (a) or ), (c), (d) or (e), the Key Holder Stockholder 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 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, provided, further, in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 Subsections 6.1 and 2.2 6.2 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 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 BoardBoard of Directors, or (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 to any other person relative approved by unanimous consent of the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder 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 26; and provided further in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardCompany's Board of Directors, or (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 to any other person approved by the Board, Company's Board of Directors or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family membersmembers or (d) solely with respect each Investor, to an Affiliate of such Investor; provided that in the case of clause(s) clauses (a) or and (c), the Key Holder 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 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 clauses (a), (c) and (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or 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 holdersholders 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 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 BoardCorporation Board of Directors or the LLC Board of Directors, as applicable, containing vesting and/or repurchase provisions, (c) to another Securityholder in a transaction approved by each of the Significant Securityholders or (cd) 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)Immediate Family Members, 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 to any other relative/person approved by the BoardCorporation Board of Directors or the LLC Board of Directors, as applicable, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Securityholder or by any such family membersImmediate Family Members; provided that in the case of clause(s) (a), (b) or (cd), the Key Holder Securityholder shall deliver prior written notice to the Company and the 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); and provided, including further, in the obligations case of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock any transfer pursuant to Section 2clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 this Section 9 shall not apply: (a) in the case of a Key Holder Transferring Purchaser that is an entity, upon a transfer by such Key Holder Transferring Purchaser to its Affiliates, stockholders, members, partners or other equity holders, holders or (b) to a repurchase of Transfer Stock from a Key Holder by the Company 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, or (c) in the case of a Key Holder Transferring Purchaser that is a natural person, upon a transfer of Transfer Stock by such Key Holder Transferring Purchaser 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 Transferring Purchaser (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other relative/person approved by unanimous consent of the Boardfull Board of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Transferring Purchaser or by any such family members; provided that in the case of clause(s) (a) or (cb), the Key Holder Transferring Purchaser shall deliver prior written notice to the Company and the Investors Purchasers 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 Purchaser (but only with respect to the securities so transferred to the transferee); and provided, including in the obligations case of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock any transfer pursuant to Section 2clause (a) or (b) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard 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 (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 to any other person relative approved by unanimous consent of the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) ), (c), or (cd), the Key Holder 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 in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 Section 2 shall not apply: (a) in the case of a Key Holder an Investor that is an entity, upon a transfer by such Key Holder Investor to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder an Investor by the Company at a price no greater than that originally paid by such Key Holder Investor for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the BoardBoard of Directors, or (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 Investor making such pledge, (d) in the case of a Key Holder an Investor that is a natural person, upon a transfer of Transfer Stock by such Key Holder 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 Investor (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any family or other charitable foundation or organization controlled by such Investor or such Investor’s shareholders, partners or owners, or any other person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Investor or by any such family members, or (e) upon a transfer approved by the Company; provided that in the case of clause(s) (a) or (c)that, the Key Holder Investor 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 an Investor (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder an Investor with respect to Proposed Key Holder Investor Transfers of such Transfer Stock pursuant to Section 2; and provided, further, that, in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 Subsections 4.1 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 other equity holders, (b) to a repurchase pledge of Transfer Stock from that creates a Key Holder 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 Company at a price no greater than that originally paid by same extent as if it were the Stockholder 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 Boardpledge, or (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 that is made (i) for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy and (ii) 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 to any other person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Stockholder or by any such their respective family members; provided that in the case of clause(s) (a) or (c), the Key Holder Stockholder shall deliver prior written notice to the Company and the Investors other Stockholder 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, as applicable (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 2‎0.

Exempted Transfers. 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 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 BoardBoard of Directors, or (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 to any other relative/person approved by the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) ), or (c), the Key Holder 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.

Exempted Transfers. 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 at a price no greater Company, provided, with respect to any repurchase by the Company, other than that originally paid by such Key Holder for such Transfer (i) redemption of Series A Preferred Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the BoardCertificate, or (ii) redemption of Capital Stock held by CII (or Permitted CII Transferee) pursuant to the 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 to any other relative/person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Stockholder or by any such family membersmember; or (d) in the case of CII, upon a transfer by CII to Permitted CII Transferee (each transferee under clauses (a) through (d), inclusive, being a “Permitted Transferee”); provided that in the case of clause(s) (a) or ), (c), or (d), the Key Holder Stockholder 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 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, provided, further, in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard of Directors or any duly formed compensation committee thereof, or (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 to any other person approved by the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; , provided that in the case of clause(sclauses(s) (a) or (c), the Key Holder 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.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary set forth herein, the provisions of Sections 2.1 3.1 and 2.2 3.2 shall not apply: (a) in the case of a Key Holder Stockholder that is an entity, upon to a transfer of Transfer Stock by such Key Holder Stockholder to its Affiliates, stockholders, members, partners or other equity holdersholders or a venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Investor, (b) to a repurchase of Transfer Stock from a Key Holder Stockholder by the Company 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, (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 Stockholder making such pledge, or (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, life partner, child (natural or adopted), or any other direct lineal descendant of such Key Holder Stockholder (or his or her spousespouse or life partner) (all of the foregoing collectively referred to as “family members”), or to any other person Person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Stockholder or by any such family members; provided that in the case of clause(s) (a) or ), (c), or (d), the Key Holder Stockholder 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 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 23.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 this Section 7.3 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder apply to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company 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, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock Equity Securities by such Key Holder made for bona fide estate planning purposesa Common Holder, either during his or her lifetime or on death by will or intestacy intestacy, to his or her spouse, including any life partner or similar statutorily-recognized domestic partner, child (natural or adopted), siblings, or any other direct lineal descendant of such Key Common 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 to any other person approved by the Board, or to a trust for the benefit of the Common Holder (or such individual) or any of his or her family members, or to a custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Common Holder or by any such family members, or (where the Common Holder is a trust) to any beneficiary of the trust, any family members of any such beneficiary or any other trust established for the benefit of any such beneficiary or family member thereof; provided that in each case the case of clause(s) (a) or (c), the Key Common Holder shall deliver prior written notice to the Company and the Investors of such pledge, gift or transfer and such shares of Transfer Stock Equity 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 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 Common Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Common Holder with respect to Proposed Key Holder Transfers of such Transfer Stock Equity Securities pursuant to this Section 27.3.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 Section 6.3 shall not apply: apply (a) in the case of a Key Holder Shareholder that is an entity, upon a transfer by such Key Holder Shareholder to its stockholdersshareholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company 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, or (c) in the case of a Key Holder Shareholder that is a natural personan individual, upon a transfer of Transfer Stock Shares 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 to any other person individual approved by unanimous consent of the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder Shareholder or by any such family members; or (c) any transfer of Shares effected pursuant to Section 6.8; provided that in the case of clause(s) (a) or (cor(b), the Key Holder Shareholder shall deliver prior written notice to the Company and the Investors other Shareholders 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 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 Shareholder and, as applicable, a Principal (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 Shares pursuant to Section 2Sections 6.1 to 6.3; provided further in the case of any transfer pursuant to clause (a) or (b) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 Section 3 shall not apply: apply to (a) a transfer to an Affiliate of the transferring Stockholder, (b) a market transaction in compliance with Rule 144 under or Section 4(a)(1) of the Securities Act of 1933, as amended (the “Securities Act”), (c) a pledge that creates a mere security interest in the pledged Shares; (d) 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 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, or (c) in the case of a Key Holder Stockholder 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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder Stockholder or by any such family members; or (e) any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code (an “Exempted Transfer”); provided that in the case of clause(s) clause (a), (c) or (cd), the Key Holder Stockholder shall deliver prior written notice to the Company other Stockholder and the Investors of such pledge, gift or transfer and such shares of Transfer Stock Shares transferred 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 ; and provided further in the obligations case of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock any transfer pursuant to Section 2clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 an Investor that is an entity, upon a transfer by such Key Holder Investor to its stockholdersunitholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock Units from a Key Holder an Investor by the Company at a price no greater than that originally paid by such Key Holder Investor for such Transfer Stock Units and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the BoardManagement Committee, (c) to a pledge of Transfer Units that creates a mere security interest in the pledged Transfer Units, 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 an Investor making such pledge, or (cd) in the case of a Key Holder an Investor that is a natural person, upon a transfer of Transfer Stock Units by such Key Holder 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 Investor (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder Investor or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder Investor shall deliver prior written notice to the Company and the Investors of such pledge, gift or transfer and such shares of Transfer Stock Units 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 Investor (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder an Investor with respect to Proposed Key Holder Investor Transfers of such Transfer Stock Units pursuant to Section 2.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 6.1 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 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 BoardBoard of Directors, or (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 to any other person relative approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder 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 26.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 2.2 and 2.2 2.3 shall not apply: (a) , in the case of a Key Holder Stockholder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (ba) to a repurchase of Transfer Stock from a Key Holder by the Company 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, or (c) in the case of a Key Holder that is a natural person, upon to a transfer of Transfer Stock held 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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Stockholder or (b) an entity, upon a transfer by any such family Stockholder to its stockholders, members, partners or other equity holders; provided that in the case of clause(s) (a) or (c)that, the Key Holder Stockholder shall deliver prior written notice to the Company and the Investors Stockholders 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 Stockholder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 selling Investor or selling Key Holder that is an entity, upon a transfer by such Investor or Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a an Investor or Key Holder by the Company at a price no greater than that originally paid by such Investor or Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the BoardBoard 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 (cd) in the case of a selling Investor or selling Key Holder that is a natural person, upon a transfer of Transfer Stock by such Investor or 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 Investor or Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Investor or Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Investor or Key Holder Holder, as applicable, 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 an Investor or Key Holder Holder, as applicable (but only with respect to the securities so transferred to the transferee), including the obligations of a an Investor or Key Holder Holder, as applicable, with respect to Proposed Key Holder Stockholder Transfers of such Transfer Stock pursuant to Section 2; and provided further in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 Section 9 shall not apply: apply to (ai) a pledge of Social Reality Shares by a Stockholder that creates a mere security interest in the case pledged shares, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of a Key Holder that is an entity, upon a transfer by this Agreement to the same extent as if it were the Stockholder making 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 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 Boardpledge, or (cii) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock Social Reality Shares 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 to any other person approved by consent of the BoardBoard of Directors of Social Reality, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Stockholder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder Stockholder shall deliver prior written notice to the Company and the Investors Social Reality of such pledge, gift or transfer and such shares of Transfer Stock Social Reality 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 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 this Section 29.

Exempted Transfers. 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 Shareholder that is an entity, upon a transfer by such Key Holder Shareholder to its stockholdersshareholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock Shares from a Key Holder Shareholder by the Company or the Company’s Affiliates at a price no greater than that originally paid by such Key Holder Shareholder for such Transfer Stock Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or (c) in the case of a Key Holder Shareholder that is a natural person, upon a transfer of Transfer Stock Shares 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 spouseSpouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder Shareholder (or his or her spouseSpouse) or any other Immediate Family Member (all of the foregoing collectively referred to as “family members”), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Shareholder or by any such family members; provided that in the case of clause(s) clause (a) or (c), the Key Holder such Shareholder shall deliver prior written notice to the Company and the Investors other Shareholders 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 Agreement, shall be subject to such voting arrangements as may be reasonably required by the Board, 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 Shareholder (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 Shares pursuant to Section 2. The parties further confirm, acknowledge and agree that in the case of clause (a) or (c), such Transfer Shares shall at all times remain subject to the provisions of Section 2.4(a) (the “Repurchase Right”) and that if a Triggering Event occurs with respect to the Shareholder that effected the relevant Transfer, such Transfer Shares shall remain subject to the Repurchase Right, notwithstanding the Transfer.

Exempted Transfers. 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 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 Boardpledge, or (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 to any other relative/person approved by unanimous consent of the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; provided that in the case of clause(s) (a), (b) or (c), the Key Holder 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.

Exempted Transfers. 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 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 the Board of the BoardDirectors, or (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 to any other natural person approved by unanimous consent of the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Stockholder or by any such family members, (E) to any sale or transfer from a Stockholder to another Stockholder; (F) to a pledge, gift or transfer of Transfer Stock to any nonprofit organization approved by 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 purchases of Transfer Stock from an Approved Nonprofit by the Company; provided that in the case of clause(s) (aB), (D) or (cF), the Key Holder Stockholder 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 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 in the case of any transfer pursuant to clause (D) or (F) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard of Directors, or (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 to any other person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) ), (c), or (cd), the Key Holder 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.

Exempted Transfers. 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 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, Board of Directors or (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 to any other relative/person approved by the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) clauses (a) or (c), the Key Holder 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 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.

Exempted Transfers. 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 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 BoardBoard 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 (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 to any other person approved by unanimous consent of the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) or ), (c), and (d), the Key Holder 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 in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard of Directors (provided that any such agreement that is in effect on the date of this Agreement shall be deemed to have satisfied the requirement of approval by a majority of the Board of Directors), or (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 to any other person approved by unanimous consent of the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder Common Investor or by Non-Investor Stockholder, as applicable, or any such family members, or (d) to any bona fide gift to any charitable organization; provided provided, that in the case of clause(s) (a) or (c), the Key Holder Common Investor or Non-Investor Stockholder, as applicable, shall deliver prior written notice to the Company Major Investors and the other Common 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 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; provided, further, in the case of any transfer pursuant to clauses (a) or (d) 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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. 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 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 BoardBoard 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 (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 to any other relative/person approved by unanimous consent of the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a), (c), (d) or (ce), the Key Holder 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 in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 Subsection 5.2 shall not apply: (a) to a pledge of Transfer Stock that creates a mere security interest in the case pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of a this Agreement to the same extent as if it were the Key Holder that is an entity, upon a transfer by making such Key Holder to its stockholders, members, partners pledge; or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company 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, or (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), sibling, parent 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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (cb), the Key Holder shall deliver prior written notice to the Company and the Major 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 2Subsection 5.2.

Exempted Transfers. 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 an Investor or Key Holder that is an entity, upon a transfer by such Investor or 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 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 BoardBoard of Directors, or (c) in the case of a an Investor or Key Holder that is a natural person, upon a transfer of Transfer Stock by such Investor or 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 to any other person approved by unanimous consent of the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely bywholly by such Investor, such Key Holder or by any such family members; or (d) to the sale by the Investor and/or Key Holder of Transfer Stock held by such Investor or Key Holder pursuant to Section 3 of the Voting Agreement; provided that in the case of clause(s) (a) or (c), the Investor and/or Key Holder shall deliver prior written notice to the Company Holdings 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 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 an Investor and/or Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a an Investor and Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; provided further in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 holdersholders or Affiliates, (b) to a repurchase of Transfer Stock from a Key Holder by the Company 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 BoardBoard of Directors, or (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 to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely wholly by, such Key Holder or by any such family members; provided that in the case of clause(s) clauses (a) or (c), the Key Holder shall deliver prior written notice to the Company and the Major 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 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 in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard of Directors, or (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 to any other person approved by unanimous consent of the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder 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 in the case of any transfer pursuant to clause (a) or (c) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections Section 2.1 and Section 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 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 BoardBoard 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 (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 to any other person approved by unanimous consent of the BoardBoard of Directors, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) ), (c), or (cd), the Key Holder 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 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) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

Exempted Transfers. 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 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 BoardBoard 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 (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 membersFamily Members”), or to any other person approved by the BoardBoard of Directors of the Company, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, wholly by such Key Holder or by any such family members; provided that in the case of clause(s) (a) ), (c), or (cd), the Key Holder shall deliver prior written notice to the Company and the Investors of at least ten (10) days prior to effecting such pledge, gift or transfer and transfer, such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement Agreement, and such transferee shall, as a condition to the receipt of such issuancepledge, gift or transfer, 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 22.1.