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

Investment Intent; Restrictions on Transfer. The Holder understands that this Warrant constitutes “restricted securities” and has not been registered under the Securities Act or any applicable state securities law and is acquiring the Warrans and, upon exercise of the Warrant, will acquire the Warrant Shares issuable upon exercise hereof, as principal for its own account and not with a view to, or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities laws. 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 such securities (or any securities which are derivatives thereof) to or through any person or entity. The Holder agrees not to sell, assign, transfer or otherwise dispose of this Warrant or the 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 the Company no such registration is required under the circumstances. The Holder acknowledges that this Warrant, and certificates evidencing the Warrant 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. The Holder Seller understands that this Warrant constitutes the Warrants are “restricted securities” and has have not been registered under the Securities Act or any applicable state securities law and is acquiring the Warrans Warrants and, upon exercise of the WarrantWarrants, will acquire the Warrant Shares issuable upon exercise hereofthereof, as principal for its own account and not with a view to, or for distributing or reselling such securities Buyer Securities or any part thereof in violation of the Securities Act or any applicable state securities laws. The Holder 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 such securities the Buyer Securities (or any securities which are derivatives thereof) to or through any person or entity. The Holder Seller agrees not to sell, assign, transfer or otherwise dispose of this Warrant or the Warrant Shares issuable upon exercise hereof, 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 the Company Buyer Parent no such registration is required under the circumstances. The Holder Seller acknowledges that this Warrantthe Warrants, and certificates evidencing the Warrant Shares, bears or 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. The Holder Seller understands that this the Warrant constitutes and the Warrant Shares are “restricted securities” and has have not been registered under the Securities Act or any applicable state securities law and Seller is acquiring the Warrans Warrant and, upon exercise of the Warrant, will acquire the Warrant Shares issuable upon exercise hereofthereof, as principal for its own account and not with a view to, or for distributing or reselling such securities Buyer Securities or any part thereof in violation of the Securities Act or any applicable state securities laws. The Holder 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 such securities 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”). The Holder Seller agrees not to sell, assign, transfer or otherwise dispose of this Warrant or the Warrant Shares issuable upon exercise hereof, 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 the Company Buyer Parent no such registration is required under the circumstances. The Holder Each Seller Party acknowledges that this the Warrant, and certificates evidencing the Warrant Shares, bears or 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. The Holder understands that this Warrant constitutes and the Warrant Shares constitute “restricted securities” and has have not been registered under the Securities Act or any applicable state securities law and is acquiring the Warrans Warrant and, upon exercise of the Warrant, will acquire the Warrant Shares issuable upon exercise hereof, as principal for its own account and not with a view to, or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities laws. 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 such securities (or any securities which are derivatives thereof) to or through any person or entity, other than to the Permitted Assignees. The Holder agrees not to sell, assign, transfer or otherwise dispose of this Warrant or the 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 the Company no such registration is required under the circumstances. The Holder acknowledges that this Warrant, and certificates evidencing the Warrant Shares, bears or shall bear any legend as required by the “blue sky” laws of any applicable state and a customary restricted stock legend.