Common use of Certificate Legends Clause in Contracts

Certificate Legends. The shares of Buyer common stock to be issued to the Members pursuant to Section 3.1 and 3.8 have not been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”) only in certain limited circumstances. Each certificate evidencing shares of Company Common Stock to be issued pursuant to Section 3.1 and 3.8 shall bear the following legend and any other legends required by state securities laws: “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

Certificate Legends. The shares of Buyer common stock Parent Common Stock to be issued to the Members pursuant to Section 3.1 and 3.8 this Article II shall not have not been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”) only in certain limited circumstances. Each certificate evidencing shares of Company Parent Common Stock to be issued pursuant to Section 3.1 and 3.8 this Article II shall bear the following legend and any other legends required by state securities lawslegends: · “THE SECURITIES REFERENCED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 (THE “ACT”) OR ANY STATE LAW AND HAVE BEEN ACQUIRED FOR INVESTMENT AND ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE ACT APPLIES. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH RULE 145 OR PURSUANT TO A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE ACT OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED EXEMPTION UNDER THE SECURITIES ACT OF 1933ACT.”” · any legends required by state securities laws.

Certificate Legends. The shares of Buyer common stock Common Stock to be issued to the Members pursuant to Section 3.1 and 3.8 this Agreement shall not have not been registered at the time of issuance and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”) only in certain limited circumstances. Each certificate evidencing shares of Company Buyer Common Stock to be issued pursuant to Section 3.1 and 3.8 this Agreement shall bear the following legend and any other legends required by state securities lawslegend: “THE SECURITIES REFERENCED HEREIN REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND HAVE BEEN ACQUIRED FOR INVESTMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND NOT WITH A VIEW TO, UNTIL REGISTERED UNDER THE ACT OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR UNLESS COMPANY HAS RECEIVED AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT REGISTRATION REQUIREMENTS OF 1933THE ACT” In addition to any other legends required by state securities laws or the Stockholders’ Agreement.”

Certificate Legends. The shares of Buyer common stock Acquiror Series B Preferred Stock to be issued to the Members pursuant to this Section 3.1 and 3.8 1.6 shall not have not been registered and shall be characterized as “"restricted securities” " under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the “"Securities Act”) "), only in certain limited circumstances. Each certificate evidencing shares of Company Common Acquiror Series B Preferred Stock to be issued pursuant to this Section 3.1 and 3.8 1.6 shall bear the following legend and any other legends required by state securities lawslegend: “"THE SECURITIES REFERENCED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND . SUCH SHARES MAY NOT WITH A VIEW TO, BE SOLD OR OTHERWISE TRANSFERRED IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO ABSENCE OF SUCH SALE OR DISTRIBUTION MAY BE EFFECTED REGISTRATION WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL IN A FORM SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933REQUIRED.”" and any legends required by state securities laws.

Certificate Legends. The shares of Buyer common stock Closing Shares to be issued to the Members pursuant to Section 3.1 and 3.8 Seller have not been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”) only in certain limited circumstances. Each certificate evidencing shares of Company Common Stock to be issued pursuant to Section 3.1 and 3.8 Closing Shares shall bear the following legend and any other legends required by state securities lawslegend: “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY BRIDGEWAY NATIONAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”” and any legends required by state securities laws.

Certificate Legends. The shares of Buyer common stock Closing Shares and Future Shares to be issued to the Members Company Stockholders pursuant to Section 3.1 Sections 3.1(b) and 3.8 3.1(d) have not been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”) only in certain limited circumstances. Each certificate evidencing shares of Company Common Stock Closing Shares or Future Shares to be issued pursuant to Section 3.1 Sections 3.1(b) and 3.8 3.1(d) shall bear the following legend and any other legends required by state securities lawslegend: “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY NV5 GLOBAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”” and any legends required by state securities laws.

Certificate Legends. The shares of Buyer common stock to be issued to the Members Company Stockholders pursuant to Section 3.1 Sections 3.1(b) and 3.8 3.3(c)(iii) have not been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”) ), only in certain limited circumstances. Each certificate evidencing shares of Company Common Stock Buyer’s common stock to be issued pursuant to Section 3.1 Sections 3.1(b) and 3.8 3.3(c)(iii) shall bear the following legend and any other legends required by state securities lawslegend: “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY NV5 HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”” and any legends required by state securities laws.

Certificate Legends. The shares of Buyer common stock Acquiror Common Stock to be issued to the Members pursuant to this Section 3.1 and 3.8 1 shall not have not been registered and shall be characterized as “"restricted securities” " under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the “"Securities Act”) "), only in certain limited circumstances. Each certificate evidencing shares of Company Acquiror Common Stock to be issued pursuant to this Section 3.1 and 3.8 1 shall bear the following legend and any other legends required by state securities lawslegend: “"THE SECURITIES REFERENCED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND . SUCH SHARES MAY NOT WITH A VIEW TO, BE SOLD OR OTHERWISE TRANSFERRED IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO ABSENCE OF SUCH SALE OR DISTRIBUTION MAY BE EFFECTED REGISTRATION WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL IN A FORM SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933REQUIRED.”" and any legends required by state securities laws.

Certificate Legends. The shares of Buyer common stock Corporation Common Stock to be issued to the Members pursuant to Section 3.1 and 3.8 this Article III shall not have not been registered and shall be characterized as “"restricted securities” " under the federal securities lawsFederal Securities Laws, and under such laws such shares may be resold without registration under Rule 144 of the Securities Act of 1933, as amended (the “"Securities Act”) "), only in certain limited circumstances. Each certificate evidencing shares of Company Corporation Common Stock to be issued pursuant to Section 3.1 and 3.8 this Article III shall bear the following legend and any other legends required by state securities lawslegend: “"THE SECURITIES REFERENCED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND . SUCH SHARES MAY NOT WITH A VIEW TO, BE SOLD OR OTHERWISE TRANSFERRED IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO ABSENCE OF SUCH SALE OR DISTRIBUTION MAY BE EFFECTED REGISTRATION WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL IN A FORM SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933REQUIRED.”" and any legends required by state securities laws.

Certificate Legends. The Any shares of Buyer common stock to be issued to the Members Company Stockholders pursuant to Section 3.1 and 3.8 3.1(c) will not have not been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”) only in certain limited circumstances. Each certificate evidencing shares of Company Common Stock Buyer’s common stock to be issued pursuant to Section 3.1 and 3.8 3.1(c) shall bear the following legend and any other legends required by state securities lawslegend: “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY NV5 HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”” and any legends required by state securities laws.

Certificate Legends. The shares of Buyer common stock Acquiror Common Stock to ------------------- be issued to the Members pursuant to this Section 3.1 and 3.8 1 shall not have not been registered and shall be characterized as “"restricted securities” " under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the “"Securities Act”) "), only in certain -------------- limited circumstances. Each certificate evidencing shares of Company Acquiror Common Stock to be issued pursuant to this Section 3.1 and 3.8 1 shall bear the following legend and any other legends required by state securities lawslegend: “"THE SECURITIES REFERENCED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND . SUCH SHARES MAY NOT WITH A VIEW TO, BE SOLD OR OTHERWISE TRANSFERRED IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO ABSENCE OF SUCH SALE OR DISTRIBUTION MAY BE EFFECTED REGISTRATION WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL IN A FORM SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933REQUIRED.”" and any legends required by state securities laws.