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, 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 Company’s Board of Directors, (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 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 any other person approved by the Company’s Board of Directors or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder or any such family members or (d) solely with respect each Investor, to an Affiliate of such Investor; provided that in the case of clauses (a) and (c), the Key Holder shall deliver prior written notice to 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 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 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 The provisions of Sections 1.1, 2.1 and 2.2 above shall not apply: (a) in the case of a Key Non-Investor Holder that is an entity, upon a transfer by such Key Non-Investor Holder to one or more of its stockholders, members, managers, managing members, partners or other equity holdersAffiliates, (b) to a repurchase of Transfer Stock from a Key Non-Investor Holder by the Company at a price no greater than that originally paid by such Key Non-Investor Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Company’s Board (including a majority of the Preferred Stock Directors, if and to the extent serving on the Board at the time such agreement was entered into) or at a higher repurchase price not in excess of the fair market value thereof as approved by a majority of the Board (including a majority of the Preferred Stock Directors), (c) to a sale or other transfer in connection with an IPO, a Reverse Merger or a Deemed Liquidation Event or (d) in the case of a Key Non-Investor Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder Non-Investor Holder, made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to an Immediate Family Memberhis or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Non-Investor Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other person Person approved by a majority of the Company’s Board (including a majority of Directors the Preferred Stock Directors), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Non-Investor Holder or any such family members or (d) solely with respect each Investor, to an Affiliate of such Investorany charitable trust in which the Non-Investor Holder is the sole trustee; provided that in the case of clauses clause (a) and or (cd), the Key Non-Investor Holder shall deliver give prior written notice to the Investors Company 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 transferissuance, execute and deliver a counterpart signature page to this Joinder Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Non-Investor Holder (but only with respect to the securities shares so transferred to the transferee), including including, without limitation, the obligations of a Key Non-Investor Holder with respect to Proposed Holder Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clauses clause (a), (c) and 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, 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 Company’s 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, or (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 an Immediate Family Memberhis 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 any other person approved by unanimous consent of the Company’s Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, by such Key Holder or any such family members members; or (de) solely with respect each Investor, to an Affiliate the sale by the Key Holder of up to 5% of the Transfer Stock held by such InvestorKey Holder as of the date that such Key Holder first became party to this Agreement; provided that in the case of clauses clause(s) (a) and ), (c), (d) or (e), 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 transferissuance, 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, provided further in the case of any transfer pursuant to clauses clause (a), (c) and 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, 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 Company’s 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 an Immediate Family Memberhis 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 any other relative/person approved by unanimous consent of the Company’s Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, by such Key Holder or any such family members members; or (de) solely with respect each Investor, to the transfer by the Key Holder of an Affiliate amount of such InvestorCommon Stock representing 5% or less of the issued and outstanding Common Stock of the Company at the time of the transfer during any 6 month period; provided however, that if a transfer is exempt under Subsection 3.1(e), the transferee must agree in writing at the time of and in connection with the transfer to refrain from selling any of the Common Stock acquired in the Exempt Transfer for a period of 6 months from the date of the transfer, and shall limit sales of the Common Stock acquired in the transfer thereafter to a maximum of 20% of the total number of shares of Common Stock acquired in the transfer during each succeeding 6 month period; and provided further, that in the case of clauses clause(s) (a) and ), (c), or (d), the Key Holder shall deliver prior written notice to 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 transferissuance, 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, in addition to the exceptions to the transfer restrictions set forth in Section 2, the provisions of Section 2 shall not apply (i) with respect to shares of Common Stock held by any of L▇▇▇ ▇▇▇▇▇▇▇▇, MTS Investments, Inc., Sigma Investments (1992) Ltd., Provident Fund of the Employees of the Hebrew University of Jerusalem Ltd., M▇▇▇▇▇ ▇▇▇▇▇▇, Gemini I▇▇▇▇▇ ▇▇ L.P., Gemini I▇▇▇▇▇ ▇▇ (Annex Fund) L.P., Gemini Partners Investors IV L.P., Gemini Partners Investors IV (Annex Fund) L.P., Lightspeed Venture Partners VII, L.P., SGE, Index or G+J and (ii) with respect to the Preferred Stock, in each case with regard to a pledge of capital stock that creates a mere security interest in such 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 pledgor making such pledge. In addition, the provisions of Sections 2.1 2, 3 and 2.2 4 shall not apply: (a) in the case of a Key Holder that is an entity, apply upon a transfer by such Key Holder to its stockholders, members, managers, managing members, partners or other equity holders, (b) to a repurchase Disposition of Transfer Stock from a Key Holder capital stock 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 Company’s Board of Directors, (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder holder made for bona fide estate tax planning purposes, either during his or her lifetime or on death by will or intestacy to an Immediate Family Memberhis spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder the holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the Company’s Board of Directors of the Company, or any custodian or trustee of any trust, partnership or corporation partnership, limited liability company or other entity for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder the holder or any such family members or (d) solely with respect each Investor, to an Affiliate of such Investormembers; provided that in the case of clauses (a) and (c), the Key Holder holder shall deliver prior written notice to the Investors Preferred Stockholders of such pledge, gift or transfer and such shares of Transfer Stock 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 transferissuance, 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 party (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed 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 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, 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 Company’s Board of Directors, (c) for any Key Holder, to a pledge of an amount of such Key Holder’s Transfer Stock that equals no more than 2% of the Company’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted), which creates a mere security interest in the pledged Transfer Stock, provided that (1) 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, and (2) the pledging Key Holder provides the Company’s Board of Directors with prior written notice of such pledge, (d) to redemptions of Transfer Stock, or options or warrants to acquire shares of Transfer Stock, from one or more Key Holders by the Company in an amount not to exceed 5% of the fully diluted capital stock of the Company per any twelve month period beginning on August 1 and ending the next July 31, or (e) 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 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”)Immediate Family Members, or any other person Person approved by the Company’s Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder or any such family members or (d) solely with respect each InvestorImmediate Family Members, to an Affiliate of such Investor; provided that in the case of clauses (a) and ), (c), or (e), the Key Holder shall deliver prior written notice to the Investors and non-selling Major 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 transferissuance, 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 Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clauses clause (a), ) or (c) and (de) 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 5.1 and 2.2 5.2 hereof 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, (bi) to a repurchase of Transfer Stock Shares 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 Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority the Board (including the affirmative vote of each of the Company’s Preference Directors); (ii) to the purchase of Transfer Shares from a Prospective Transferor by the Company pursuant to an agreement containing a right of first refusal in favor of the Company approved by the Board (including the affirmative vote of each of the Preference Directors); (iii) in the case of an Ordinary Shareholder or a Founder, upon a transfer of Transfer Shares by such Ordinary Shareholder or Founder to (cA) his or her spouse, parent or child or (B) trusts for the benefit of such Ordinary Shareholder or Founder or his or her spouse, parent or child, in each such case, solely for tax planning purposes; and (iv) to any transfer of Transfer Shares in connection with the Indemnifiable Loss(es) (as defined in the Series D+ Share Purchase Agreement II) pursuant to Section 8 in the Series D+ Share Purchase Agreement II, and to any transfer of Transfer Shares in connection with the indemnifiable loss(es) as defined in the Series D+ Share Purchase Agreement I, Series D Share Purchase Agreement, the Series C Share Purchase Agreement, the Series B Share Purchase Agreement and the Series A Share Purchase Agreement pursuant to the terms thereof, as applicable; provided that, Section 5.2 hereof shall not apply to any transfer by a Founder Entity or Ordinary Shareholder of Ordinary Shares to any Person(s) until the aggregated number of Ordinary Shares transferred by each such Founder Entity or Ordinary Shareholder in one transaction or a series of transactions has reached to five percent (5%) of all the Ordinary Shares held by such Founder Entity or Ordinary Shareholder as of the Closing (the “Co-Sale Exempt Transfer”); provided further that (A) in the case of a Key Holder that is a natural persontransfer pursuant to clause (iii) above, upon a transfer of Transfer Stock by (x) such Key Holder made for bona fide estate planning purposes, either during his Ordinary Shareholder or her lifetime or on death by will or intestacy to 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 any other person approved by the Company’s Board of Directors or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder or any such family members or (d) solely with respect each Investor, to an Affiliate of such Investor; provided that in the case of clauses (a) and (c), the Key Holder Founder shall deliver prior written notice to the Investors of such pledge, gift or transfer and transfer, 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 transferissuance, deliver a counterpart signature page agree to abide by this Agreement as confirmation that an Ordinary Shareholder or a Founder, as applicable, by executing an Adherence Agreement as provided in Section 12.1(b) hereof; and (y) such Ordinary Shareholder or such Founder shall remain liable for any breach by such transferee shall be bound by all the terms and conditions of any provision under this Agreement as a Key Holder and (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Transfers of such Transfer Stock pursuant to Section 2; and provided, further, B) in the case of any a transfer pursuant to clauses clause (a), i) or (c) and (div) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transferTransfer.