Common use of SEC Rule 144 Clause in Contracts

SEC Rule 144. In addition, Manager has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of one year, and in certain cases two years, after they have been purchased and paid for (within the meaning of Rule 144), before they may be resold under Rule 144. Manager understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Manager remains an "affiliate" of the Company and "current public information" about the Company (as defined in Rule 144) is not publicly available.

SEC Rule 144. In addition, Manager Purchaser has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of one (1) year, and in certain cases two (2) years, after they have been purchased and paid for (within the meaning of Rule 144), before they may be resold under Rule 144. Manager Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Manager Purchaser remains an "“affiliate" ” of the Company and "or if “current public information" ” about the Company (as defined in Rule 144) is not publicly available.

SEC Rule 144. In addition, Manager Purchaser has been advised ------------ that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of one (1) year, and in certain cases two (2) years, after they have been purchased and paid for (within the meaning of Rule 144), before they may be resold under Rule 144. Manager Purchaser ------------ understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Manager Purchaser remains an "affiliate" of the Company and or if "current public information" about the Company (as defined in Rule 144) is not publicly available.

SEC Rule 144. In addition, Manager the Purchaser has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of one (1) year, and in certain cases two (2) years, after they have been purchased and paid for (within the meaning of Rule 144), before they may be resold under Rule 144. Manager The Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Manager the Purchaser remains an "“affiliate" ” of the Company and "or if “current public information" ” about the Company (as defined in Rule 144) is not publicly available.