Common use of Investment Intent; Restrictions on Transfer Clause in Contracts

Investment Intent; Restrictions on Transfer. Seller understands that the Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Warrants and, upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise thereof, as principal for its own account and not with a view to, or for distributing or reselling such Buyer Securities or any part thereof in violation of the Securities Act or any applicable state securities laws. Seller does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Buyer Securities (or any securities which are derivatives thereof) to or through any person or entity. Seller agrees not to sell, assign, transfer or otherwise dispose of the Buyer Securities unless a registration statement relating thereto has been duly filed and become effective under the Securities Act, and applicable state or foreign securities laws, or unless in the opinion of counsel satisfactory to Buyer Parent no such registration is required under the circumstances. Seller acknowledges that the Warrants, and certificates evidencing the Warrant Shares shall bear any legend as required by the “blue sky” laws of any applicable state and a customary restricted stock legend.

Investment Intent; Restrictions on Transfer. Seller The Holder understands that the Warrants are this Warrant constitutes “restricted securities” and have has not been registered under the Securities Act or any applicable state securities law and is acquiring the Warrants Warrans and, upon exercise of the WarrantsWarrant, will acquire the Warrant Shares issuable upon exercise thereofhereof, as principal for its own account and not with a view to, or for distributing or reselling such Buyer Securities securities or any part thereof in violation of the Securities Act or any applicable state securities laws. Seller The Holder does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Buyer Securities such securities (or any securities which are derivatives thereof) to or through any person or entity. Seller The Holder agrees not to sell, assign, transfer or otherwise dispose of this Warrant or the Buyer Securities Warrant Shares issuable upon exercise hereof, unless a registration statement relating thereto has been duly filed and become effective under the Securities Act, and applicable state or foreign securities laws, or unless in the opinion of counsel satisfactory to Buyer Parent the Company no such registration is required under the circumstances. Seller The Holder acknowledges that the Warrantsthis Warrant, and certificates evidencing the Warrant Shares Shares, bears or shall bear any legend as required by the “blue sky” laws of any applicable state and a customary restricted stock legend.

Investment Intent; Restrictions on Transfer. Seller understands that the Warrants Warrant and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and Seller is acquiring the Warrants Warrant and, upon exercise of the WarrantsWarrant, will acquire the Warrant Shares issuable upon exercise thereof, as principal for its own account and not with a view to, or for distributing or reselling such Buyer Securities or any part thereof in violation of the Securities Act or any applicable state securities laws. Seller does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Buyer Securities (or any securities which are derivatives thereof) to or through any person or entity, other than potential distributions the Principal Members and certain other members or holders of other interests of the Seller that qualify as “accredited investors” as defined in Rule 501(a) under the Securities Act (the “Proposed Assignees”). Seller agrees not to sell, assign, transfer or otherwise dispose of the Buyer Securities unless a registration statement relating thereto has been duly filed and become effective under the Securities Act, and applicable state or foreign securities laws, or unless in the opinion of counsel satisfactory to Buyer Parent no such registration is required under the circumstances. Each Seller Party acknowledges that the WarrantsWarrant, and certificates evidencing the Warrant Shares shall bear any legend as required by the “blue sky” laws of any applicable state and a customary restricted stock legend.

Investment Intent; Restrictions on Transfer. Seller The Holder understands that this Warrant and the Warrants are Warrant Shares constitute “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Warrants Warrant and, upon exercise of the WarrantsWarrant, will acquire the Warrant Shares issuable upon exercise thereofhereof, as principal for its own account and not with a view to, or for distributing or reselling such Buyer Securities securities or any part thereof in violation of the Securities Act or any applicable state securities laws. Seller The Holder does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Buyer Securities such securities (or any securities which are derivatives thereof) to or through any person or entity, other than to the Permitted Assignees. Seller The Holder agrees not to sell, assign, transfer or otherwise dispose of this Warrant or the Buyer Securities Warrant Shares issuable upon exercise hereof, unless a registration statement relating thereto has been duly filed and become effective under the Securities Act, and applicable state or foreign securities laws, or unless in the opinion of counsel satisfactory to Buyer Parent the Company no such registration is required under the circumstances. Seller The Holder acknowledges that the Warrantsthis Warrant, and certificates evidencing the Warrant Shares Shares, bears or shall bear any legend as required by the “blue sky” laws of any applicable state and a customary restricted stock legend.