Common use of Restricted Securities and Legends Clause in Contracts

Restricted Securities and Legends. (a) Investor understands that the Securities have not been, and may not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor’s representations as expressed herein. Investor understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Investor must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Investor acknowledges that Company has no obligation to register or qualify the Securities for resale. Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to Company which are outside of Investor’s control, and which Company is under no obligation and may not be able to satisfy. (b) Investor understands that the Securities, and any securities issued in respect thereof or exchange therefor, may bear one or all of the following legends: (i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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.” (ii) Any legend required by the blue sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

Restricted Securities and Legends. (a) Investor understands that the Securities have Note not been, and may not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor’s representations as expressed herein. Investor understands that the Securities are Note is a “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Investor must hold the Securities Note indefinitely unless they are it is registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Investor acknowledges that Company has no obligation to register or qualify the Securities Note for resale. Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesNote, and on requirements relating to Company which are outside of Investor’s control, and which Company is under no obligation and may not be able to satisfy. (b) Investor understands that the SecuritiesNote, and any securities issued in respect thereof or exchange therefor, may may, if the Note is not registered or exempt from registration, bear one or all of the following legends: (i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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.” (ii) Any legend required by the blue sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

Restricted Securities and Legends. (a) Investor Seller understands that the Securities have not been, and may not be, registered under the Securities Act, by reason shares of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor’s representations as expressed herein. Investor understands that the Securities Holding Common Stock are “restricted securities” under applicable U.S. United States federal and state securities laws and that, pursuant to these laws, Investor Seller and its successors must hold the Securities Shares indefinitely unless they are registered with the Securities and Exchange Commission SEC (as contemplated in Section 2.3) and qualified by state authorities, authorities or an exemption from such registration and qualification requirements is available. Investor Seller is acquiring the Shares for its own account and not with a view to any public resale or other distribution thereof, except in compliance with applicable securities laws. Seller acknowledges that Company Buyer has no obligation to cause Holdings to register or qualify the Securities for resaleHolding Common Stock. Investor Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the SecuritiesHolding Common Stock, and on requirements relating to Company Seller which are outside of InvestorBuyer’s control, and which Company Buyer is under no obligation and may not be able to satisfy. satisfy (b) Investor or cause Holdings to satisfy same). Seller understands that that the Securities, and any securities issued in respect thereof or exchange therefor, Shares may bear one or all of the following legends: (i) legend: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.” (ii) Any legend required by the blue sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

Restricted Securities and Legends. (a) Investor understands that the Securities have not been, and may not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor’s representations as expressed herein. Investor understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Investor must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Investor acknowledges that Company has no obligation to register or qualify the Securities for resale. Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to Company which are outside of Investor’s control, and which Company is under no obligation and may not be able to satisfy. (b) Investor understands that the Securities, and any securities issued in respect thereof or exchange therefor, may may, if the Securities are not registered or exempt from registration, bear one or all of the following legends: (i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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.” (ii) Any legend required by the blue sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.