or beneficiary of the trust or to the estate of a beneficiary of such trust (as used herein, immediate family means any relationship by blood, current or former marriage, domestic
partnership or adoption, not more remote than first cousin);
(F) by operation of law, such as pursuant to a qualified domestic order,
divorce settlement, divorce decree or separation agreement or other court or regulatory agency order;
(G) facilitating the establishment
of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock (a Rule 10b5-1 Trading Plan); provided that (i) such Rule 10b5-1 Trading Plan does not provide for the transfer of common stock during the Holder Restricted Period (except
to the extent related to sales described in subsection (I)(ii) below) and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the
Lock-up Party or the Company regarding the establishment of such Rule 10b5-1 Trading Plan, such announcement or filing shall include a statement to the effect that no
transfer of common stock may be made under such Rule 10b5-1 Trading Plan during the Holder Restricted Period (except to the extent related to sales described in subsection (I)(ii) below);
(H) transfers to the Company from an employee of or service provider of the Company upon death, disability or termination of employment, in
each case, of such employee or service provider;
(I) (i) transfers to the Company in connection with the vesting, settlement, or
exercise of restricted stock units, performance stock units, options, warrants or other rights to purchase shares of common stock (including, in each case, by way of net or cashless exercise), including for the payment of
exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, performance stock units, options, warrants or rights, or (ii) transfers necessary (including transfers on the
open market) to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of the vesting, settlement or exercise of restricted stock units, performance stock units, options, warrants or other rights to
purchase shares of common stock, whether by means of a net settlement or otherwise, and in all such cases described in subclauses (i) and (ii), provided that any such shares of common stock received upon such exercise, vesting or
settlement shall be subject to the terms of the lock-up agreement (except to the extent such shares are transferred on the open market under subsection (I)(ii)), and provided further that any such restricted
stock units, performance stock units, options, warrants or rights are held by the Lock-up Party pursuant to an agreement or are equity awards granted under a stock incentive plan or other equity award plan;
(J) transfers to the Company in connection with the repurchase of shares of common stock issued pursuant to equity awards granted under a
stock incentive plan or other equity award plan or pursuant to the agreements pursuant to which such shares were issued; provided that such repurchase of shares of common stock is in connection with the termination of the Lock-up Partys service-provider relationship with the Company;
(K) transfers pursuant to a bona
fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company (or a duly authorized committee thereof) and made to all holders of the Companys capital stock
involving a change of control of the Company; provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Lock-up Partys common stock shall
remain subject to the provisions of the lock-up agreement;
(L) exercise of any rights to
purchase, exchange or convert any stock options granted to the Lock-up Party pursuant to the Companys equity incentive plans, or any warrants or other securities convertible into or exercisable or
exchangeable for shares of common stock;
(M) in connection with sales of common stock made pursuant to a Rule 10b5-1 Trading Plan that has been entered into by the Lock-up Party prior to the date of the lock-up agreement; provided that the
existence and details of such Rule 10b5-1 Trading Plan were communicated to the underwriters prior to the execution of the lock-up agreement and such Rule 10b5-1 Trading Plan will not be amended or otherwise modified during the Holder Restricted Period; and
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