Common use of Securities Act Restrictions Clause in Contracts

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 10, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Securities Act Restrictions. The Subject to the terms and conditions of the Purchase Agreement, to the extent the Registrable Shares Securities are restricted securities under the Securities Act and Act, they may not be offered or sold except pursuant to an effective registration statement Registration Statement or an available exemption from registration under the Securities Act. Accordingly, the Investor Holders shall not, directly or through others, offer or sell any Registrable Shares Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares Securities, other than pursuant to an effective registration statementstatement or in accordance with Section 8(a) of the Purchase Agreement, the Investor each Holder shall notify the Company of such transfer and the Company may require the Investor such Holder to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares Securities that are to be transferred in contravention of this Agreement or, if applicable, the Purchase Agreement. Any certificates representing the Registrable Shares Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement, if any), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable SharesSecurities. Subject to the provisions of this Section 109, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares Securities to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable SharesSecurities.

Securities Act Restrictions. The shares of Registrable Shares Common Stock are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor Stockholder shall not, directly or through others, offer or sell any shares of Registrable Shares Common Stock except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of shares of Registrable Shares Common Stock other than pursuant to an effective registration statement, the Investor Stockholder shall notify the Company of such transfer and the Company may require the Investor Stockholder to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any shares of Registrable Shares Common Stock that are to be transferred in contravention of this AgreementAgreement (including Section 6 and this Section 11). Any certificates representing shares of the Registrable Shares Common Stock may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) , Registrable SharesCommon Stock. Subject to the provisions of this Section 1011, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, request by any Stockholder in order to facilitate a lawful transfer or at any time after such shares cease stock ceases to be Registrable SharesCommon Stock.

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor Huatai and any Transferee shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor Huatai or a Transferee, as applicable, shall notify the Company of such transfer and the Company may require Huatai or the Investor Transferee, as applicable, to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 109, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP numberdesignee, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates certificates, statements of book entry interests or other instruments representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 10, the Company will replace any such legended certificates certificates, statements of book entry interests or other instruments with unlegended certificates certificates, statements of book entry interests or other instruments, as applicable, promptly upon surrender of the legended certificates certificates, statements of book entry interests or other instruments, respectively, to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Securities Act Restrictions. The Registrable Common Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor Shareholder shall not, directly or through others, offer or sell any Registrable Common Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Common Shares other than pursuant to an effective registration statement, the Investor Shareholder shall notify the Company of such transfer and the Company may require the Investor Shareholder to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Common Shares that are to be transferred in contravention of this AgreementAgreement (including Section 6 and this Section 11). Any certificates representing the Registrable Common Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) , Registrable Common Shares. Subject to the provisions of this Section 1011, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, request by any Shareholder in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Common Shares.

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the no Investor shall notshall, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor desiring to transfer such Registrable Shares shall notify the Company of such transfer and the Company may require the such Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 1012, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Securities Act Restrictions. The Registrable Shares Securities are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares Securities other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares Securities that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Investment Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable SharesSecurities. Subject to the provisions of this Section 109, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP numberdesignee, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable SharesSecurities.

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement Registration Statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer Transfer of Registrable the Purchased Securities, Note Shares other than pursuant to an effective registration statementor Warrant Shares, the Investor shall notify the Company of such transfer and Transfer (it being understood that the notification of any sale of Note Shares and/or Warrant Shares pursuant to an effective registration statement shall be made in accordance with Section 2(b) of this Agreement). With respect to any such Transfer (other than pursuant to an effective registration statement), the Company may require the Investor to provide, prior to such transferTransfer, such evidence that the transfer Transfer will comply with the Securities Act (including written representations or and an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry register of members may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 10, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Investment Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 10, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP numberdesignee, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement, if any), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 10, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Securities Act Restrictions. The ​ Subject to the terms and conditions of the Purchase Agreement, to the extent the Registrable Shares Securities are restricted securities under the Securities Act and Act, they may not be offered or sold except pursuant to an effective registration statement Registration Statement or an available exemption from registration under the Securities Act. Accordingly, the Investor Holders shall not, directly or through others, offer or sell any Registrable Shares Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares Securities, other than pursuant to an effective registration statementstatement or in accordance with Section 8(a) of the Purchase Agreement, the Investor each Holder shall notify the Company of such transfer and the Company may require the Investor such Holder to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares Securities that are to be transferred in contravention of this Agreement or, if applicable, the Purchase Agreement. Any certificates representing the Registrable Shares Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement, if any), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable SharesSecurities. Subject to the provisions of this Section 109, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares Securities to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.Securities. ​

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement, if any), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 109, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Securities Act Restrictions. The Registrable Shares Securities are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor Holders shall not, directly or through others, offer or sell any Registrable Shares Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares Securities other than pursuant to an effective registration statement, the Investor Holders shall notify the Company CPLP of such transfer and the Company CPLP may require the Investor Holders to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company CPLP may reasonably request. The Company CPLP may impose stop-transfer instructions with respect to any Registrable Shares Securities that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares Securities may bear a legend (and the CompanyCPLP’s share registry Unit Register may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Subscription Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable SharesSecurities. Subject to the provisions of this Section 109, the Company CPLP will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company CPLP or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP numberdesignee, in order to facilitate a lawful transfer or at any time after such shares units cease to be Registrable SharesSecurities.

Securities Act Restrictions. The Registrable Shares Securities are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if availableavailable and in each case in accordance with the restrictions on resale set forth in the SPA. Prior to any transfer of Registrable Shares Securities other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counselinstructions to a broker-dealer, as the case may be) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares Securities that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase AgreementSPA), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Sharesrestricted securities. Subject to the provisions of this Section 107, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP numberdesignee, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Sharesrestricted securities.

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor Investors shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor shall notify the Company of such transfer and the Company may require the Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the The legend on any Registrable Shares may bear or shares of Preferred Stock held by an Investor shall be removed if (i) a legend (registration statement covering the resale of such shares is effective under the Securities Act and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until applicable holder of such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 10, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates shares delivers to the Company a representation letter agreeing that it has sold such shares pursuant to such effective registration statement or its designee (ii) if such shares may be sold free of the applicable restrictions identified in Rule 144(b), including paragraph (c)(1) of Rule 144; provided, that, the holder of such shares has provided all necessary documentation and cause evidence as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of such shares to effect removal of the legend on such shares as soon as reasonably practicable after delivery of notice from such holder that cease the conditions to removal are satisfied (together with any documentation required to be Registrable Shares delivered by such holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shareslegend. Section 8.

Securities Act Restrictions. The Registrable Shares Securities are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor Holders shall not, directly or through others, offer or sell any Registrable Shares Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares Securities other than pursuant to an effective registration statement, the Investor Holders shall notify the Company CPLP of such transfer and the Company CPLP may require the Investor Holders to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company CPLP may reasonably request. The Company CPLP may impose stop-transfer instructions with respect to any Registrable Shares Securities that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares Securities may bear a legend (and CPLP’s Unit Register (as defined in the Company’s share registry Partnership Agreement) may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Subscription Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable SharesSecurities. Subject to the provisions of this Section 109, the Company CPLP will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company CPLP or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP numberdesignee, in order to facilitate a lawful transfer or at any time after such shares units cease to be Registrable SharesSecurities.

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor Stockholder shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein an effective registration statement or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor Stockholder shall notify the Company of such transfer Transfer and the Company may require the Investor Stockholder to provide, prior to such transferTransfer, such evidence that the transfer Transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred Transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer Transfer contained in this Agreement (and the Purchase Merger Agreement), until such time as such securities have ceased to be (or are to be transferred Transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 106.9, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the no Investor shall notshall, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares other than pursuant to an effective registration statement, the Investor desiring to transfer such Registrable Shares shall notify the Company of such transfer and the Company may require the such Investor to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 1011, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

Securities Act Restrictions. The Registrable Shares shares of the Registrant are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, in addition to and without limitation to the Investor restrictions on Transfers contained in Article IX, each Partner shall not, directly or through others, offer or sell any Registrable Shares shares of the Registrant except pursuant to a Registration Statement registration statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer Transfer of Registrable Shares shares of the Registrant other than pursuant to an effective registration statement, the Investor Partner shall notify the Company Registrant and the Partnership of such transfer Transfer and the Company Registrant may require the Investor such Partner to provide, prior to such transferTransfer, such evidence that the transfer Transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company Partnership or the Registrant may reasonably request. The Company Registrant may impose stop-transfer instructions with respect to any Registrable Shares shares of the Registrant that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares shares of the Registrant may bear a legend (and the CompanyRegistrant’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Sharessubject to transfer restrictions and to the vesting requirements of Section 4.03, if applicable, with respect to shares of the Registrant that were exchanged for unvested Time Vested Profits Interests. Subject to the provisions of this Section 1010.10, the Company Registrant will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company Registrant or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP numberdesignee, in order to facilitate a lawful transfer transfer, or at any time after such shares cease to be Registrable Sharessubject to transfer restrictions.

Securities Act Restrictions. The Registrable Shares Securities are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, the Investor Holder shall not, directly or through others, offer or sell any Registrable Shares Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Shares Securities other than pursuant to an effective registration statement, the Investor Holder shall notify the Company CPLP of such transfer and the Company CPLP may require the Investor Holder to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) as the Company CPLP may reasonably request. The Company CPLP may impose stop-transfer instructions with respect to any Registrable Shares Securities that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares Securities may bear a legend (and the CompanyCPLP’s share registry Unit Register may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Subscription Agreement), until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable SharesSecurities. Subject to the provisions of this Section 109, the Company CPLP will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company CPLP or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP numberdesignee, in order to facilitate a lawful transfer or at any time after such shares units cease to be Registrable SharesSecurities.

Securities Act Restrictions. The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement Registration Statement or an available exemption from registration under the Securities Act. Accordingly, the Investor shall not, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer Transfer of Registrable Shares other than pursuant to an effective registration statementthe Warrant or Warrant Shares, the Investor shall notify the Company of such transfer and Transfer (it being understood that the notification of any sale of the Warrant Shares pursuant to an effective registration statement shall be made in accordance with Section 2(B) of this Agreement). With respect to any such Transfer (other than pursuant to an effective registration statement), the Company may require the Investor to provide, prior to such transferTransfer, such evidence that the transfer Transfer will comply with the Securities Act (including written representations or and an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry register of members may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement)Warrant, until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 10, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable Shares to bear a general unrestricted CUSIP number, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.