Common use of Restricted Securities; Legends Clause in Contracts

Restricted Securities; Legends. Such Purchaser recognizes that the New Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the New Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Such Purchaser acknowledges that it may not to sell or transfer the New Securities unless such New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Securities will bear the following legend or similar legend: THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUER.

Restricted Securities; Legends. Such Purchaser recognizes Seller is aware that the New Securities will Closing Shares have not be been registered under the Securities Act Act, or other applicable federal or any state securities laws. Such Purchaser understands that the New Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as Laws and, therefore, cannot be resold unless they are being acquired from the Company in a transaction not involving a public offering. Such Purchaser acknowledges that it may not to sell or transfer the New Securities unless such New Securities are registered under the Securities Act and under any other applicable state securities laws and Laws or unless an exemption from such registration requirements is available. Seller agrees that each certificate representing the Closing Shares, if certificates evidencing representing the New Securities will bear Closing Shares are issued, shall be imprinted with a legend in substantially the following legend or similar legendform: THIS SECURITY AND “THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF REPRESENTED BY THIS SECURITY CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERREDASSIGNED, PLEDGED OR HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. NO OFFER, SALE, ASSIGNMENT, PLEDGE OR TRANSFER IN RELIANCE UPON THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION AND QUALIFICATION SHALL BE MADE UNLESS AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER HAS BEEN FURNISHED TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWSQUALIFICATION ARE NOT REQUIRED. THIS SECURITY AND THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT, A COPY OF STOCK WHICH MAY BE PURCHASED UPON OBTAINED FROM THE [EXERCISE] [CONVERSION] SECRETARY OF THIS SECURITY ARE ALSO SUBJECT THE COMPANY. BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO CERTAIN RESTRICTIONS ON AGREE TO AND SHALL BECOME BOUND BY ALL THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUERPROVISIONS OF SUCH VOTING AGREEMENT.

Restricted Securities; Legends. Such Purchaser recognizes that Rule 144A Preferred Securities, Certificated Preferred Securities and their respective Successor Securities shall bear a Restricted Securities Legend as set forth in Section 5.15, subject to the New following: subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Restricted Securities will Legend borne by such Global Certificate while represented thereby; subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b)(ii) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend; Any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be registered delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; at any time after the Preferred Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Preferred Security (other applicable federal than a Global Certificate) or state securities laws. Such Purchaser understands any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, duly executed by the Holder of such legended Preferred Security or such Holder's attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5; a new Preferred Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the Depositor's judgment, placing such a legend upon such new Preferred Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the written direction of the Depositor, shall authenticate and deliver such a new Preferred Security as provided in this Article 5; and notwithstanding the foregoing provisions of this Section 5.4(c), a Successor Security of a Preferred Security that does not bear a particular form of Restricted Securities Legend shall not bear such form of legend unless the New Securities it Depositor has reasonable cause to believe that such Successor Security is purchasing are characterized as “a "restricted securities” under security" within the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Such Purchaser acknowledges that it may not to sell or transfer the New Securities unless such New Securities are registered meaning of Rule 144 under the Securities Act Act, in which case the Property Trustee, at the written direction of the Depositor, shall authenticate and under any other applicable securities laws and that certificates evidencing the New deliver a new Preferred Security bearing a Restricted Securities will bear the following legend or similar legend: THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUERLegend in exchange for such Successor Security as provided in this Article 5.

Restricted Securities; Legends. Such Purchaser recognizes that the New Securities All Parent Shares issuable pursuant to Section 2.3 will not be registered issued in a private placement exempt from registration under the Securities Act or other of 1933, as amended and subject to all applicable federal or state securities laws. Such Purchaser understands that the New Securities it is purchasing are characterized as Accordingly, such Parent Shares, shall be deemed to be “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Such Purchaser acknowledges that it may not Securities Act and Parent shall have no obligations to sell or transfer the New Securities unless register such New Securities are registered Parent Shares under the Securities Act and Act. Parent will cooperate reasonably with the Shareholders at Parent’s expense for the purpose of removal of any legend to allow such Parent Shares to trade freely, when allowed under any other applicable securities laws and that Rule 144 promulgated under the Securities Act. Any certificates evidencing or book-entry entitlements representing the New Securities will Parent Shares issued pursuant to this Agreement may bear the following legend or similar legend: legends, to the extent applicable (along with any other legends that may be required under Applicable Law):“THE SHARES REPRESENTED BY THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR HYPOTHECATED AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ABSENCE OF COMPANY THAT SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM IS NOT REQUIRED UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND OF 1933, AS AMENDED.” “THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY EVIDENCED HEREBY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS RIGHT OF REPURCHASE AS SET FORTH IN AN AGREEMENT WITH THE ISSUERCOMPANY.”

Restricted Securities; Legends. Such Purchaser recognizes understands that the New Securities will Shares have not be been registered under the Securities Act or other applicable federal or state securities lawsof 1933, as amended (the “Securities Act”), by reason of an exemption therefrom. Such Purchaser understands that the New Securities it is purchasing are characterized as the Shares for investment for his own account only and not with a view to, or for resale in connection with, any “restricted securitiesdistribution” under thereof within the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Such Purchaser acknowledges that it may not to sell or transfer the New Securities unless such New Securities are registered under meaning of the Securities Act and under any other applicable securities laws and that Act. The certificate or certificates evidencing representing the New Securities will Shares shall bear the following legend or similar legend: THIS SECURITY AND (as well as any legends required by applicable state and federal corporate and securities laws): THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF REPRESENTED BY THIS SECURITY CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND . SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH TRANSFERRED UNLESS A REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE REPURCHASE OPTION OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES STOCKHOLDER, A COPY OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS IS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT FILE WITH THE ISSUERSECRETARY OF THE COMPANY.

Restricted Securities; Legends. Such Purchaser recognizes that the New Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the New Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Such Purchaser acknowledges that it may not to sell or transfer the New Securities unless such New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Securities will bear the following legend or similar legend: THIS SECURITY HAS AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON PURSUANT TO THE [EXERCISE] [CONVERSION] EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUERTHEREUNDER.

Restricted Securities; Legends. Such Purchaser recognizes The Exchangeable Shareholders acknowledge and agree that neither the New Securities will not be Exchangeable Shares nor the Parent Shares issuable in exchange therefor have been registered under the US Securities Act of 1933 or other applicable federal or under any U.S. state securities laws. Such Purchaser understands that the New Securities it is purchasing are characterized as , and therefore, will be “restricted securities” within the meaning of Rule 144(a)(3) of the US Securities Act of 1933 and may not be offered or sold in the United States or to a U.S. Person except pursuant to a registration statement under the federal US Securities Act of 1933 or an exemption therefrom. In connection with any transfer of the Parent Shares in the United States other than (i) pursuant to an effective registration statement or (ii) pursuant to Rule 144 (provided that the holder provides Parent with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Such Purchaser acknowledges that it may not be sold pursuant to sell such rule) or transfer the New Securities unless such New Securities are registered any other available exemption under the Securities Act Act, Parent may require the transferor thereof to provide to Parent an opinion of counsel selected by the transferor and reasonably acceptable to Parent, the form and substance of which opinion shall be reasonably satisfactory to Parent, to the effect that such transfer does not require registration of such transferred Buyer Shares and/or Parent Shares under any other applicable securities laws and that the Securities Act. All certificates evidencing the New Securities will Buyer Shares and/or Parent Shares shall bear the following legend or similar legend: THIS SECURITY AND THE legends until the restrictions to which they relate have lapsed THESE COMMON SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH OR APPLICABLE STATE SECURITIES LAWS. THE COMMON SHARES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED TRANSFERRED OR HYPOTHECATED ASSIGNED (I) IN THE ABSENCE OF SUCH (A) AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND REGISTRATION UNDER IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR AN BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO ISSUER AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR OTHER AVAILABLE EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND OR SOLD THROUGH THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUERNEO EXCHANGE.

Restricted Securities; Legends. Such Purchaser recognizes that the New Class A Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the New Class A Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Such In addition to transfer restrictions contained in other agreements to which Purchaser is a party, Purchaser acknowledges that it may not to sell or transfer any of the New Class A Securities unless such New Class A Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Class A Securities will bear the following legend or similar legend: “THE SECURITIES REPRESENTED BY THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “ACT”), SECURITIES LAWS OF ANY STATE AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OFFERED AND SOLD ONLY IF SO REGISTERED OR HYPOTHECATED IN THE ABSENCE OF IF AN EXEMPTION FROM SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT IS AVAILABLE AND THE RULES AND REGULATIONS THEREUNDER AND COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUEREXEMPTION IS AVAILABLE.”

Restricted Securities; Legends. Such Purchaser recognizes that the New Securities Notes and the Warrants will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the New Securities Notes and the Warrants it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company Borrower in a transaction not involving a public offering. Such Purchaser acknowledges that it may not to sell or transfer the New Securities Notes and the Warrants unless such New Securities Notes and Warrants are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Purchased Securities will bear the following legend or similar legendlegend as applicable: THIS SECURITY [AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] EXERCISE OF THIS SECURITY SECURITY] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUER.

Restricted Securities; Legends. Such Purchaser recognizes that the New Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the New Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Such Purchaser acknowledges that it may agrees not to sell or transfer the New Securities unless such New Securities are registered under the Securities Act and under any other applicable securities laws and that laws. The certificates evidencing the New Securities will may bear the following legend or similar legend: THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED SECURITIES ISSUABLE UPON THE [EXERCISE] [CONVERSION] AN EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFEREDSOLD, SOLDOFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE TO THE “SENIOR INDEBTEDNESS” AS DEFINED IN A SUBORDINATED NOTE AND COMMON STOCK WHICH MAY BE PURCHASED UPON PURCHASE AGREEMENT DATED THE [EXERCISE] [CONVERSION] DATE HEREOF. THE HOLDER OF THIS SECURITY ARE ALSO SUBJECT INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO CERTAIN RESTRICTIONS ON BE BOUND BY THE TRANSFER THEREOF PURSUANT PROVISIONS OF SECTION 2 OF SUCH NOTE PURCHASE AGREEMENT, A COPY OF WHICH IS AVAILABLE TO A SHAREHOLDERS AGREEMENT WITH THE ISSUERHOLDER HEREOF UPON WRITTEN REQUEST TO XXXXX INTERNATIONAL, INC., AT ITS PRINCIPAL PLACE OF BUSINESS.

Restricted Securities; Legends. Such Purchaser recognizes that the New Securities Notes and the Warrants will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the New Securities Notes and the Warrants it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company Borrowers in a transaction not involving a public offering. Such Purchaser acknowledges that it may not to sell or transfer the New Securities Notes and the Warrants unless such New Securities Notes and Warrants are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Purchased Securities will bear the following legend or similar legendlegend as applicable: THIS SECURITY AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUER.

Restricted Securities; Legends. Such Additional Purchaser recognizes that the New Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Such Additional Purchaser understands that the New Securities it is purchasing are characterized as “"restricted securities” " under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Such Additional Purchaser acknowledges that it may not to sell or transfer the New Securities unless such New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Securities will bear the following legend or similar legend: THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUER.

Restricted Securities; Legends. Such Purchaser recognizes (a) The Stockholder understands that the New Securities shares of Public Company Common Stock to be received by the Stockholder in connection with the Transactions have not been, and as of the Closing will not be be, registered under the Securities Act or of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other applicable federal or state securities lawsthings, the bona fide nature of the investment intent and the accuracy of the Stockholder’s representations and warranties as expressed herein. Such Purchaser The Stockholder understands that the New Securities it is purchasing are characterized as such shares of Public Company Common Stock will be “restricted securities” under applicable securities Laws and that, pursuant to these Laws, the federal securities laws inasmuch as Stockholder must hold such shares indefinitely unless they are being acquired from the Company in a transaction not involving a public offering. Such Purchaser acknowledges that it may not to sell or transfer the New Securities unless such New Securities are registered under with the Securities Act and under any other applicable securities laws Exchange Commission (the “SEC”) and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (b) The Stockholder understands that certificates evidencing the New Securities will bear shares of Public Company Common Stock to be received by the Stockholder in connection with the Transactions may be notated with one or more of the following legend or similar legendlegends: THIS SECURITY AND (i) “THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY REPRESENTED HEREBY 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 “ACT”), AND SALE OR DISTRIBUTION THEREOF. NO SUCH SECURITIES TRANSFER MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR HYPOTHECATED AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ABSENCE OF COMPANY THAT SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM IS NOT REQUIRED UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUER1933.”

Restricted Securities; Legends. Such Purchaser recognizes that the New Securities Notes and the Warrants will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the New Securities Notes and the Warrants it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company Borrowers in a transaction not involving a public offering. Such Purchaser acknowledges that it may not to sell or transfer the New Securities Notes and the Warrants unless such New Securities Notes and Warrants are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the New Securities Notes and Warrants will bear the following legend or similar legendlegend as applicable: THIS SECURITY AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND SUCH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUER.