Excepted Transactions. Notwithstanding anything contained herein to the contrary, the provisions of Sections 2, 4 and 5 hereof shall not apply to (i) any Transfer to ancestors, descendants or spouse or to a trust for the benefit of such Persons or a Holder, or (ii) any bona fide gift, or (iii) any Transfer to an entity that is wholly owned, and will remain wholly owned, by such Holder (or such Holder and one or more of the individuals referred to in the preceding clause (i)); provided that (1) as a condition precedent to any Transfer made pursuant to one of the exemptions provided in clause (i), (ii) or (iii), (A) the Transferring Holder shall inform the Company and Investor of such Transfer or gift prior to effecting it, and (B) the transferee or donee shall furnish the Company and Investor with a written agreement to be bound by and comply with all provisions of Sections 2, 3, 4, 5 and 7 hereof and such Transferred shares of Common Stock shall remain "shares of Common Stock" and "Holder Shares" hereunder, and such transferee or donee shall be treated as a "Holder" for all purposes of this Agreement, (2) in the case of a Transfer in trust, such Holder shall become the trustee or, with such Holder's spouse, a co-trustee of such trust, (3) in the case of a Transfer not in trust, as a condition precedent to such Transfer such Holder shall retain an irrevocable proxy to vote the Transferred Common Stock and (4) in the case of a Transfer described in clause (iii), as a condition precedent to the Transfer all holders of equity or other ownership interests in such entity shall enter into an agreement with Investor, which shall be mutually satisfactory to Investor and the transferee, under which the outstanding equity or other ownership interests in such transferee shall be subjected to the same restrictions against Transfer that appear in Sections 2, 3, 4, 5 and 7 of this Agreement.
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Excepted Transactions. Notwithstanding anything contained herein to the contrary, the provisions of Sections 2, this Section 4 and 5 hereof shall not apply to (i) any Transfer to ancestors, descendants or spouse or to a trust for the benefit of such Persons or a Holder, or (ii) any bona fide gift, or (iii) any Transfer to an entity that is wholly owned, and will remain wholly wholly-owned, by such Holder (or such Holder and one or more of the individuals referred to in the preceding clause (i)), or (iv) any sale of Common Stock by a Holder in a Qualified Offering of the Company; provided that (1) as a condition precedent to any Transfer made pursuant to one of the exemptions provided in clause (i), (ii) or (iii), (A) the Transferring Holder shall inform the Company and Investor Investors of such Transfer or gift prior to effecting it, and (B) the transferee or donee shall furnish the Company and Investor Investors with a written agreement to be bound by and comply with all provisions of Sections 2, 3, 4, 5 3 and 7 hereof 4 and such Transferred shares of Common Stock shall remain "shares of Common Stock" and "Holder Shares" hereunder, and such transferee or donee shall be treated as a "Holder" for all purposes of this Agreement, (2) in the case of a Transfer in trust, such Holder shall become the trustee or, with such Holder's spouse, a co-trustee of such trust, (3) in the case of a Transfer not in trust, as a condition precedent to such Transfer such Holder shall retain an irrevocable proxy to vote the Transferred Common Stock and (4) in the case of a Transfer described in clause (iii), as a condition precedent to the Transfer all holders of equity or other ownership interests in such entity shall enter into an agreement with Investorthe Investors, which shall be mutually satisfactory to Investor the Investors and the transferee, under which the outstanding equity or other ownership interests in such transferee shall be subjected to the same restrictions against Transfer that appear in Sections 2, 3, 4, 5 3 and 7 4 of this Agreement.
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