Common use of Legend Requirement Clause in Contracts

Legend Requirement. Each stock certificate representing the Registerable Securities shall bear a legend in, or substantially in, the following form and any other legend required by any applicable state securities or Blue Sky laws: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SHALL HAVE BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, GRANT OR OTHER TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP AGREEMENT, CONTAINED IN A LETTER OF TRANSMITTAL EXECUTED BY THE RECORD HOLDER HEREOF, A COPY OF WHICH WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR.

Legend Requirement. Each stock certificate representing the Registerable Equity Securities now or hereafter owned by a Stockholder or issued to any transferee in a Permitted Transfer shall bear a legend in, or in substantially in, the following form and any other legend required by any applicable state securities or Blue Sky lawsform: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AMENDED (THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT “SECURITIES ACT”) AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR ASSIGNED IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE EXCEPT WHILE A REGISTRATION STATEMENT FOR THESE SHARES RELATING THERETO IS IN EFFECT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SHALL HAVE BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OF EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWSACT. ANY DISPOSITION, GRANT OR OTHER TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP THE DESIGNATIONS, RIGHTS, PREFERENCES, POWERS, RESTRICTIONS AND LIMITATIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION FOR THE SERIES A-1 PREFERRED STOCK FILED WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (THE “A-1 CERTIFICATE OF DESIGNATION”), THE CERTIFICATE OF DESIGNATION FOR THE SERIES A-2 PREFERRED STOCK FILED WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (THE “A-2 CERTIFICATE OF DESIGNATION”) AND THE RIGHTS, TERMS AND CONDITIONS SET FORTH IN THE INVESTOR RIGHTS AGREEMENT, CONTAINED VOTING AND DRAG ALONG AGREEMENT AND RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT, EACH BY AND AMONG MONTROSE ENVIRONMENTAL GROUP, INC. (THE “ISSUER”) AND CERTAIN HOLDERS OF ISSUER SECURITIES PARTY THERETO (THE “INVESTMENT AGREEMENTS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN A LETTER ACCORDANCE WITH THE PROVISIONS OF TRANSMITTAL EXECUTED BY THE RECORD HOLDER HEREOFA-1 CERTIFICATE OF DESIGNATION, THE A-2 CERTIFICATE OF DESIGNATION AND THE INVESTMENT AGREEMENTS. A COPY OF WHICH THE A-1 CERTIFICATE OF DESIGNATION, THE A-2 CERTIFICATE OF DESIGNATION AND THE INVESTMENT AGREEMENTS WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE FURNISHED WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFORISSUER TO THE HOLDER UPON REQUEST.” At any time after the termination of this Agreement, any holder of a stock certificate legended pursuant to this Section 5 may surrender such certificate to the Company for removal of such legend and the Company shall duly reissue a new certificate without the legend.

Legend Requirement. Each stock certificate representing Exchanged Shares held or acquired by a Holder will contain legends acknowledging that the Registerable Securities shall bear a legend inshares represented by such certificate are restricted securities and are subject to this Agreement, or substantially in, the following form and any other legend required by any applicable state securities or Blue Sky lawsas follows: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AMENDED (THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NO SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, GIFT, TRANSFER OR OTHER DISPOSITION OR OFFER TO DO ANY OF THE FOREGOING MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE MADE UNLESS A REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, AS AMENDED, UNLESS AN OR IN THE OPINION OF COUNSEL SATISFACTORY ACCEPTABLE TO THE COMPANY SHALL HAVE BEEN RECEIVED BY ISSUER, SUCH REGISTRATION UNDER THE COMPANY TO SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED. THE EFFECT THAT SUCH OWNERSHIP, ENCUMBRANCE, PLEDGE, ASSIGNMENT, SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OTHER DISPOSITION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, GRANT OR OTHER TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE OF STOCK, OR SHARES ISSUED IN LIEU HEREOF, IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP AGREEMENT, RESTRICTIONS CONTAINED IN A LETTER AN EXCHANGE AGREEMENT (“EXCHANGE AGREEMENT”) BY AND AMONG THE CORPORATION AND CERTAIN STOCKHOLDERS OF TRANSMITTAL EXECUTED BY THE RECORD HOLDER HEREOF, CORPORATION THAT REMAINS IN EFFECT UNTIL 2010. A COPY OF WHICH WILL BE MAILED TO THE EXCHANGE AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATION. ANY HOLDER ENCUMBRANCE, PLEDGE, ASSIGNMENT, SALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY STOCK CONTRARY TO THE COMPANY EXCHANGE AGREEMENT SHALL BE NULL AND VOID AND OF A WRITTEN REQUEST THEREFORNO EFFECT WHATSOEVER. The Transfer Agent and any applicable broker shall each be instructed not to recognize any transfer by a Holder that does not comply with this Agreement.

Legend Requirement. Each stock certificate representing Exchanged Shares held or acquired by Holder will contain legends acknowledging that the Registerable Securities shall bear a legend inshares represented by such certificate are restricted securities and are subject to this Agreement, or substantially in, the following form and any other legend required by any applicable state securities or Blue Sky lawsas follows: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AMENDED (THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NO SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, GIFT, TRANSFER OR OTHER DISPOSITION OR OFFER TO DO ANY OF THE FOREGOING MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE MADE UNLESS A REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, AS AMENDED, UNLESS AN OR IN THE OPINION OF COUNSEL SATISFACTORY ACCEPTABLE TO THE COMPANY SHALL HAVE BEEN RECEIVED BY ISSUER, SUCH REGISTRATION UNDER THE COMPANY TO SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED. THE EFFECT THAT SUCH OWNERSHIP, ENCUMBRANCE, PLEDGE, ASSIGNMENT, SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN VIOLATION OTHER DISPOSITION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AND OTHER APPLICABLE STATE SECURITIES LAWS. ANY DISPOSITION, GRANT OR OTHER TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE OF STOCK, OR SHARES ISSUED IN LIEU HEREOF, IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP AGREEMENT, RESTRICTIONS CONTAINED IN A LETTER AN EXCHANGE AGREEMENT (“EXCHANGE AGREEMENT”) BY AND AMONG THE CORPORATION AND CERTAIN STOCKHOLDERS OF TRANSMITTAL EXECUTED BY THE RECORD HOLDER HEREOFCORPORATION THAT REMAINS IN EFFECT UNTIL JUNE 15, 2010. A COPY OF WHICH WILL BE MAILED TO THE EXCHANGE AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATION. ANY HOLDER ENCUMBRANCE, PLEDGE, ASSIGNMENT, SALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY STOCK CONTRARY TO THE COMPANY EXCHANGE AGREEMENT SHALL BE NULL AND VOID AND OF A WRITTEN REQUEST THEREFORNO EFFECT WHATSOEVER. The Transfer Agent and any applicable broker shall each be instructed not to recognize any transfer by the Holder that does not comply with this Agreement.