Common use of Restricted Securities; Legends Clause in Contracts

Restricted Securities; Legends. Purchaser recognizes that the Class A Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Purchaser understands that the Class A Securities 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. In addition to transfer restrictions contained in other agreements to which Purchaser is a party, Purchaser acknowledges that it may not sell or transfer any of the Class A Securities unless such Class A Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A Securities will bear the following legend or similar legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION IS AVAILABLE.”

Restricted Securities; Legends. Such Purchaser recognizes that the Class A 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 Class A 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. In addition to transfer restrictions contained in other agreements to which Purchaser is a party, Such Purchaser acknowledges that it may not to sell or transfer any of the Class A Securities Notes and the Warrants unless such Class A Securities Notes and Warrants are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A Purchased Securities will bear the following legend or similar legendlegend as applicable: “THIS SECURITY AND THE SECURITIES REPRESENTED BY SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (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 OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE THEREFROM UNDER THE ACT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT RULES AND REGULATIONS THEREUNDER AND SUCH EXEMPTION IS AVAILABLEAPPLICABLE STATE SECURITIES LAWS.”

Restricted Securities; Legends. Such Purchaser recognizes that the Class A 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 Class A 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. In addition to transfer restrictions contained in other agreements to which Purchaser is a party, Such Purchaser acknowledges that it may not sell or transfer any of the Class A Securities Notes and the Warrants unless such Class A Securities Notes and Warrants are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A Securities Notes and Warrants will bear the following legend or similar legendlegend as applicable: “THIS SECURITY AND THE SECURITIES REPRESENTED BY SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (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 OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE THEREFROM UNDER THE ACT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT RULES AND REGULATIONS THEREUNDER AND SUCH EXEMPTION IS AVAILABLEAPPLICABLE STATE SECURITIES LAWS.”

Restricted Securities; Legends. Such Purchaser recognizes that the Class A 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 Class A 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. In addition to transfer restrictions contained in other agreements to which Purchaser is a party, Such Purchaser acknowledges that it may not to sell or transfer any of the Class A Securities Notes and the Warrants unless such Class A Securities Notes and Warrants are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A Purchased Securities will bear the following legend or similar legendlegend as applicable: “THIS SECURITY [AND THE SECURITIES REPRESENTED BY SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS CERTIFICATE SECURITY] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (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 OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE THEREFROM UNDER THE ACT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT RULES AND REGULATIONS THEREUNDER AND SUCH EXEMPTION IS AVAILABLEAPPLICABLE STATE SECURITIES LAWS.”

Restricted Securities; Legends. Notwithstanding the foregoing, Purchaser recognizes understands that (i) the Class A Securities will Shares have not be been registered under the Securities Act or other applicable federal or state securities laws. Purchaser understands that the Class A Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in by reason of a transaction not involving a public offering. In addition to transfer restrictions contained in other agreements to which Purchaser is a partyspecific exemption therefrom, Purchaser acknowledges that it and may not sell be transferred or transfer any of the Class A Securities unless such Class A Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A Securities will bear the following legend or similar legend: “resold except pursuant to an (a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED TRANSFERRED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE COMPANY HAS RECEIVED APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY ISSUER TO THE EFFECT THAT SUCH EXEMPTION ANY PROPOSED TRANSFER OR RESALE IS AVAILABLEIN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Notwithstanding the foregoing, Purchaser recognizes understands that (i) the Class A Securities will Shares have not be been registered under the Securities Act or other applicable federal or state securities laws. Purchaser understands that the Class A Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in by reason of a transaction not involving a public offering. In addition to transfer restrictions contained in other agreements to which Purchaser is a partyspecific exemption therefrom, Purchaser acknowledges that it and may not sell be transferred or transfer any of resold except pursuant to an effective registration statement or exemption from registration; (ii) each certificate representing the Class A Securities unless such Class A Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A Securities Shares will bear be endorsed with the following legend or similar legend: “legends: (a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED TRANSFERRED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE COMPANY HAS RECEIVED APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY ISSUER TO THE EFFECT THAT SUCH EXEMPTION ANY PROPOSED TRANSFER OR RESALE IS AVAILABLEIN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (b) Any legend required to be placed thereon by applicable federal or state securities laws. and (iii) the Company will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legends are satisfied.

Restricted Securities; Legends. Purchaser recognizes understands that the Class A 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. Purchaser understands that is purchasing the Class A Securities are characterized as 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. In addition to transfer restrictions contained in other agreements to which Purchaser is a party, Purchaser acknowledges that it may not sell or transfer any meaning of the Class A Securities unless such Class A Securities are registered under Act. The certificate or certificates representing the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A Securities will Shares shall bear the following legend or similar legend: “(as well as any legends required by applicable state and federal corporate and securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION 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 SECURITIES LAWS ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE REPURCHASE OPTION OF ANY STATE THE COMPANY AND MAY BE OFFERED AND SOLD TRANSFERRED ONLY IF SO REGISTERED OR IF IN ACCORDANCE WITH THE TERMS OF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AGREEMENT BETWEEN THE COMPANY AND THE COMPANY HAS RECEIVED AN OPINION STOCKHOLDER, A COPY OF COUNSEL SATISFACTORY TO WHICH IS ON FILE WITH THE COMPANY THAT SUCH EXEMPTION IS AVAILABLESECRETARY OF THE COMPANY.”

Restricted Securities; Legends. Such Purchaser recognizes that the Class A New Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the Class A 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. In addition to transfer restrictions contained in other agreements to which Purchaser is a party, Such Purchaser acknowledges that it may not to sell or transfer any of the Class A New Securities unless such Class A New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A New Securities will bear the following legend or similar legend: “THIS SECURITY AND THE SECURITIES REPRESENTED BY SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (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 OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE THEREFROM UNDER THE ACT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT RULES AND REGULATIONS THEREUNDER AND SUCH EXEMPTION IS AVAILABLEAPPLICABLE STATE SECURITIES LAWS.”

Restricted Securities; Legends. Such Purchaser recognizes that the Class A New Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the Class A 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. In addition Such Purchaser agrees not to transfer restrictions contained in other agreements to which Purchaser is a party, Purchaser acknowledges that it may not sell or transfer any of the Class A New Securities unless such Class A New Securities are registered under the Securities Act and under any other applicable securities laws and that or such sale or transfer is exempt from such registration. The certificates evidencing the Class A Securities will may bear the following legend or similar legend: “THIS SECURITY HAS NOT AND THE SECURITIES REPRESENTED BY SHARES OF STOCK WHICH MAY BE PURCHASED PURSUANT TO THE [EXERCISE] [CONVERSION] OF THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR DISPOSED OF IN THE SECURITIES LAWS ABSENCE OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED SUCH REGISTRATION OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE UNDER THE ACT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION IS AVAILABLERULES AND REGULATIONS THEREUNDER.”

Restricted Securities; Legends. Such Additional Purchaser recognizes that the Class A New Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Such Additional Purchaser understands that the Class A 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. In addition to transfer restrictions contained in other agreements to which Purchaser is a party, Such Additional Purchaser acknowledges that it may not to sell or transfer any of the Class A New Securities unless such Class A New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A New Securities will bear the following legend or similar legend: “THIS SECURITY AND THE SECURITIES REPRESENTED BY SHARES OF STOCK WHICH MAY BE PURCHASED UPON THE [EXERCISE] [CONVERSION] OF THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (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 ANY STATE AND STOCK WHICH MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND PURCHASED UPON THE COMPANY HAS RECEIVED AN OPINION [EXERCISE] [CONVERSION] OF COUNSEL SATISFACTORY THIS SECURITY ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON THE COMPANY THAT SUCH EXEMPTION IS AVAILABLETRANSFER THEREOF PURSUANT TO A SHAREHOLDERS AGREEMENT WITH THE ISSUER.”

Restricted Securities; Legends. Such Purchaser recognizes that the Class A New Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the Class A 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. In addition to transfer restrictions contained in other agreements to which Purchaser is a party, Such Purchaser acknowledges that it may not to sell or transfer any of the Class A New Securities unless such Class A New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A New Securities will bear the following legend or similar legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (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 OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE THEREFROM UNDER THE ACT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT RULES AND REGULATIONS THEREUNDER AND SUCH EXEMPTION IS AVAILABLEAPPLICABLE STATE SECURITIES LAWS.”

Restricted Securities; Legends. Such Purchaser recognizes that the Class A New Securities will not be registered under the Securities Act or other applicable federal or state securities laws. Such Purchaser understands that the Class A 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. In addition to transfer restrictions contained in other agreements to which Purchaser is a party, Such Purchaser acknowledges that it may not to sell or transfer any of the Class A New Securities unless such Class A New Securities are registered under the Securities Act and under any other applicable securities laws and that certificates evidencing the Class A New Securities will bear the following legend or similar legend: “THIS SECURITY HAS AND THE SECURITIES REPRESENTED BY SHARES OF STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS CERTIFICATE SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR DISPOSED OF IN THE SECURITIES LAWS ABSENCE OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED SUCH REGISTRATION OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE UNDER THE ACT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION IS AVAILABLERULES AND REGULATIONS THEREUNDER.”