Common use of Securities Act Restrictions Clause in Contracts

Securities Act Restrictions. The Registerable 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 Holders shall not, directly or through others, offer or sell any Registerable 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 Registerable Securities other than pursuant to an effective Registration Statement, the Holder seeking to transfer Registerable Securities shall notify the Company of such transfer and the Company may require the 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 Registerable Securities that are to be transferred in contravention of this Agreement. Any certificates representing the Registerable Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this 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, Registerable Securities. The legend will be in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM. Subject to the provisions of this Section 13, the Company will replace any such legended certificates with unlegended certificates promptly upon request by any Holder in order to facilitate a lawful transfer or at any time after such shares cease to be Registerable Securities or are exempt from registration under the Securities Act.

Securities Act Restrictions. The Registerable (a) Notwithstanding anything to the contrary in this Agreement, the Registrable Securities are restricted securities under the and Non-Registrable 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 Holders each Stockholder shall not, directly or indirectly, including through othersothers or by means of any short sale or derivative transaction, offer or sell any Registerable Registrable Securities or Non-Registrable Securities except pursuant to a Registration Statement an effective registration statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior Except with respect to the Transfer of Class A Common Stock that was delivered pursuant to the Exchange Registration, prior to any transfer Transfer of Registerable Registrable Securities or Non-Registrable Securities other than pursuant to an effective Registration Statementregistration statement, the Holder seeking to transfer Registerable Securities a Stockholder shall notify the Company of such transfer Transfer and the Company may require the Holder 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 -30- SC1:3469153.8 Company may reasonably request. For the avoidance of doubt, nothing in this Section 3.15(a) shall be construed to contractually limit each Stockholder’s rights to Transfer or distribute Registrable Securities and Non-Registrable Securities beyond the limitations and restrictions imposed by the Securities Act, provided that any such Transfer or distribution will be subject to the immediately preceding sentence. (b) The Company may impose stop-transfer instructions with respect to any Registerable Registrable Securities or Non-Registrable Securities that are to be transferred Transferred in contravention of this AgreementAgreement (including Section 3.07 and this Section 3.15). Any certificates representing the Registerable Registrable Securities or Non-Registrable Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer Transfer contained in this Agreement, until such time as such securities have ceased to be, be or are to be transferred Transferred in a manner that results in their ceasing to be, Registerable Registrable Securities. The legend will be in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM. Subject to the provisions of this Section 133.15, the Company will use its best efforts to cause the then-acting transfer agent to replace any such legended certificates with unlegended certificates promptly (or remove the analogous notation from the Company’s share registry) within one (1) business day upon request by any Holder Stockholder in order to facilitate a lawful transfer Transfer or at any time after such shares cease to be Registerable Registrable Securities, provided that, if the Registrable Securities are to be Transferred otherwise than pursuant to the Exchange Registration, Shelf Registration, Demand Registration or are exempt IPO Follow-On Underwritten Offering, the Stockholder shall have provided any documentation or information required from registration under the Securities Actit to replace such legended certificates or remove such analogous notations.

Securities Act Restrictions. The Registerable 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 Holders shall not, directly or through others, offer or sell any Registerable 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 Registerable Securities other than pursuant to an effective Registration Statement, the Holder seeking to transfer Registerable Securities shall notify the Company of such transfer and the Company may require the 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 Registerable Securities that are to be transferred in contravention of this Agreement. Any certificates representing the Registerable Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement, until such time as such securities have ceased to be, or are arc to be transferred in a manner that results in their ceasing to be, Registerable Securities. The legend will be in substantially the following formform : THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLDSOLO, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM. Subject to the provisions of this Section 13/3, the Company will replace any such legended certificates with unlegended certificates promptly upon request by any Holder in order to facilitate a lawful transfer or at any time after such shares cease to be Registerable Securities or are exempt from registration under the Securities Act.

Securities Act Restrictions. The Registerable (a) Notwithstanding anything to the contrary in this Agreement, the Registrable Securities are restricted securities under the and Non-Registrable 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 Holders each Stockholder shall not, directly or indirectly, including through othersothers or by means of any short sale or derivative transaction, offer or sell any Registerable Registrable Securities or Non-Registrable Securities except pursuant to a Registration Statement an effective registration statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior Except with respect to the Transfer of Class A Common Stock that was delivered pursuant to the Exchange Registration, prior to any transfer Transfer of Registerable Registrable Securities or Non-Registrable Securities other than pursuant to an effective Registration Statementregistration statement, the Holder seeking to transfer Registerable Securities a Stockholder shall notify the Company of such transfer Transfer and the Company may require the Holder 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. For the avoidance of doubt, nothing in this Section 3.15(a) shall be construed to contractually limit each Stockholder’s rights to Transfer or distribute Registrable Securities and Non-Registrable Securities beyond the limitations and restrictions imposed by the Securities Act, provided that any such Transfer or distribution will be subject to the immediately preceding sentence. (b) The Company may impose stop-transfer instructions with respect to any Registerable Registrable Securities or Non-Registrable Securities that are to be transferred Transferred in contravention of this AgreementAgreement (including Section 3.07 and this Section 3.15). Any certificates representing the Registerable Registrable Securities or Non-Registrable Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer Transfer contained in this Agreement, until such time as such securities have ceased to be, be or are to be transferred Transferred in a manner that results in their ceasing to be, Registerable Registrable Securities. The legend will be in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM. Subject to the provisions of this Section 133.15, the Company will use its best efforts to cause the then-acting transfer agent to replace any such legended certificates with unlegended certificates promptly (or remove the analogous notation from the Company’s share registry) within one (1) business day upon request by any Holder Stockholder in order to facilitate a lawful transfer Transfer or at any time after such shares cease to be Registerable Registrable Securities, provided that, if the Registrable Securities are to be Transferred otherwise than pursuant to the Exchange Registration, Shelf Registration, Demand Registration or are exempt IPO Follow-On Underwritten Offering, the Stockholder shall have provided any documentation or information required from registration under the Securities Actit to replace such legended certificates or remove such analogous notations.

Securities Act Restrictions. The Registerable Subject to the terms and conditions of the Warrant, to the extent the Registrable Securities are restricted securities under the Securities Act and Act, they 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 Holders shall not, directly or through others, offer or sell any Registerable Registrable 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 Registerable Securities Registrable Securities, other than pursuant to an effective Registration Statementregistration statement or in accordance with the terms of the Warrant, the each Holder seeking to transfer Registerable Securities shall notify the Company of such transfer and the Company may require the 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 Registerable Registrable Securities that are to be transferred in contravention of this AgreementAgreement or, if applicable, the Warrant. Any certificates representing the Registerable Registrable Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this AgreementAgreement (and in the Warrant, if any), until such time as such securities have ceased to be, be (or are to be transferred in a manner that results in their ceasing to be, Registerable ) Registrable Securities. The legend will be in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM. Subject to the provisions of this Section 139, the Company will replace any such legended certificates with unlegended certificates promptly upon request by any Holder surrender of the legended certificates to the Company or its designee and cause shares that cease to be Registrable 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 Registerable Securities or are exempt from registration under the Securities ActRegistrable Securities.

Securities Act Restrictions. The Registerable (a) Notwithstanding anything to the contrary in this Agreement, the Registrable Securities are restricted securities under the and Non-Registrable 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 Holders each Stockholder shall not, directly or indirectly, including through othersothers or by means of any short sale or derivative transaction, offer or sell any Registerable Registrable Securities or Non-Registrable Securities except pursuant to a Registration Statement an effective registration statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior Except with respect to the Transfer of Class A Common Stock that was delivered pursuant to the Exchange Registration, prior to any transfer Transfer of Registerable Registrable Securities or Non-Registrable Securities other than pursuant to an effective Registration Statementregistration statement, the Holder seeking to transfer Registerable Securities a Stockholder shall notify the Company of such transfer Transfer and the Company may require the Holder 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. For the avoidance of doubt, nothing in this Section 3.15(a) shall be construed to contractually limit each Stockholder’s rights to Transfer or distribute Registrable Securities and Non-Registrable Securities beyond the limitations and restrictions imposed by the Securities Act, provided that any such Transfer or distribution will be subject to the immediately preceding sentence. (b) The Company may impose stop-transfer instructions with respect to any Registerable Registrable Securities or Non-Registrable Securities that are to be transferred Transferred in contravention of this AgreementAgreement (including Section 3.07 and this Section 3.15). Any certificates representing the Registerable Registrable Securities or Non-Registrable Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer Transfer contained in this Agreement, until such time as such securities have ceased to be, be or are to be transferred Transferred in a manner that results in their ceasing to be, Registerable Registrable Securities. The legend will be in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM. Subject to the provisions of this Section 133.15, the Company will use its best efforts to cause the then-acting transfer agent to replace any such legended certificates with unlegended certificates promptly (or remove the analogous notation from the Company’s share registry) within one (1) business day upon request by any Holder Stockholder in order to facilitate a lawful transfer Transfer or at any time after such shares cease to be Registerable Registrable Securities, provided that, if the Registrable Securities are to be Transferred otherwise than pursuant to the Exchange Registration, Shelf Registration, Demand Registration (including, for the avoidance of doubt, the H&F Additional Demand Registration) or are exempt IPO Follow-On Underwritten Offering, the Stockholder shall have provided any documentation or information required from registration under the Securities Actit to replace such legended certificates or remove such analogous notations.

Securities Act Restrictions. The Registerable (a) Notwithstanding anything to the contrary in this Agreement, the Registrable Securities are restricted securities under the and Non-Registrable 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 Holders each Stockholder shall not, directly or indirectly, including through othersothers or by means of any short sale or derivative transaction, offer or sell any Registerable Registrable Securities or Non-Registrable Securities except pursuant to a Registration Statement an effective registration statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior Except with respect to the Transfer of Class A Common Stock that was delivered pursuant to the Exchange Registration, prior to any transfer Transfer of Registerable Registrable Securities or Non-Registrable Securities other than pursuant to an effective Registration Statementregistration -32- statement, the Holder seeking to transfer Registerable Securities a Stockholder shall notify the Company of such transfer Transfer and the Company may require the Holder 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. For the avoidance of doubt, nothing in this Section 3.15(a) shall be construed to contractually limit each Stockholder’s rights to Transfer or distribute Registrable Securities and Non-Registrable Securities beyond the limitations and restrictions imposed by the Securities Act, provided that any such Transfer or distribution will be subject to the immediately preceding sentence. (b) The Company may impose stop-transfer instructions with respect to any Registerable Registrable Securities or Non-Registrable Securities that are to be transferred Transferred in contravention of this AgreementAgreement (including Section 3.07 and this Section 3.15). Any certificates representing the Registerable Registrable Securities or Non-Registrable Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer Transfer contained in this Agreement, until such time as such securities have ceased to be, be or are to be transferred Transferred in a manner that results in their ceasing to be, Registerable Registrable Securities. The legend will be in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM. Subject to the provisions of this Section 133.15, the Company will use its best efforts to cause the then-acting transfer agent to replace any such legended certificates with unlegended certificates promptly (or remove the analogous notation from the Company’s share registry) within one (1) business day upon request by any Holder Stockholder in order to facilitate a lawful transfer Transfer or at any time after such shares cease to be Registerable Registrable Securities, provided that, if the Registrable Securities are to be Transferred otherwise than pursuant to the Exchange Registration, Shelf Registration, Demand Registration (including, for the avoidance of doubt, the H&F Additional Demand Registration) or are exempt IPO Follow-On Underwritten Offering, the Stockholder shall have provided any documentation or information required from registration under the Securities Actit to replace such legended certificates or remove such analogous notations.