Common use of Securities Law Matters Restrictions on Transfer Clause in Contracts

Securities Law Matters Restrictions on Transfer. (a) The Acquired Company and the Shareholders acknowledge that the REIT intends the offer and issuance of the REIT Common Shares to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the Shareholders as “accredited investors” within the meaning of the federal securities laws, and (ii) Section 4(2) of the Securities Act, and that the REIT will rely in part upon the representations and warranties made by the Acquired Company and the Shareholders in this Agreement in making the determination that the offer and issuance of the REIT Common Shares qualify for exemption under Section 4(2) of the Securities Act. (b) Each Shareholder is an “accredited investor” within the meaning of the federal securities laws. (c) Each Shareholder will acquire the REIT Common Shares for his own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Each Shareholder does not intend or anticipate that the Shareholder will rely on its investment in the REIT Common Shares as a principal source of income. (d) Each Shareholder has sufficient knowledge and experience in financial, tax and business matters to enable the Shareholder to evaluate the merits and risks of investment in the REIT Common Shares. Each Shareholder has adequate means of providing for the Shareholder’s current and anticipated financial needs and contingencies, has the ability to bear the economic risk of acquiring the REIT Common Stock for an indefinite period of time and has no need for liquidity in the REIT Common Stock and could afford loss of all such investment. The Acquired Company and each Shareholder acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the Shareholders, and the Shareholders are relying solely on the advice of their own respective tax advisors in evaluating such consequences, (ii) neither the REIT nor the Limited Liability Company has made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the Acquired Company or the Shareholders, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the REIT or the Limited Liability Company as to a particular tax effect that may be obtained by the Shareholders. The Shareholders remain solely responsible for all tax matters relating to them. (e) The Acquired Company and the Shareholders have been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the REIT Common Shares and any other information the Acquired Company or either Shareholder has requested. The Acquired Company and the Shareholders have had an opportunity to ask questions of, and receive information and answers from, the REIT concerning the REIT, the REIT Common Shares and the other Kite IPO Transactions, and to assess and evaluate any information supplied to them by the REIT, and all such questions have been answered, and all such information has been provided to their respective full satisfaction. (f) The Acquired Company and the Shareholders acknowledge that they are aware that there are substantial restrictions on the transferability of the REIT Common Shares and that the REIT Common Shares will not be registered under the Securities Act or any state securities laws. Each Shareholder agrees that any REIT Common Shares the Shareholder acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Each Shareholder acknowledges that the Shareholder shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the REIT for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) The Acquired Company and the Shareholders understand that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the REIT Common Shares (including as to the merger consideration). (h) The Acquired Company and the Shareholders understand that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of REIT Common Shares. (i) All certificates representing REIT Common Shares shall bear a restrictive legend in substantially the form set forth below (or a legend of like effect) in conspicuous type (together with any other legends required by law or otherwise placed on such certificates): THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY UPON REGISTRATION UNDER THE SECURITIES ACT AND THE STATE ACTS OR PURSUANT TO AN EXEMPTION THEREFROM. In addition, all such certificates shall bear an appropriate restrictive legend specifying that the REIT Common Shares represented by such certificate are held by an affiliate of the REIT (or, in the absence of such a legend, an appropriate notation shall be made in the records of the REIT and/or appropriate stop-transfer instructions shall be issued to the transfer agent).

Securities Law Matters Restrictions on Transfer. (a) The Acquired Company and the Shareholders Shareholder acknowledge that the REIT intends the offer and issuance of the REIT Common Shares to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the Shareholders Shareholder and each member of the Shareholder as an “accredited investorsinvestor” within the meaning of the federal securities laws, and (ii) Section 4(2) of the Securities Act, and that the REIT will rely in part upon the representations and warranties made by the Acquired Company and the Shareholders Shareholder in this Agreement in making the determination that the offer and issuance of the REIT Common Shares qualify for exemption under Section 4(2) of the Securities Act. (b) Each The Shareholder and each member of the Shareholder is an “accredited investor” within the meaning of the federal securities laws. (c) Each The Shareholder will acquire the REIT Common Shares for his own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Each The Shareholder does not intend or anticipate that the Shareholder will rely on its investment in the REIT Common Shares as a principal source of income. (d) Each The Shareholder has sufficient knowledge and experience in financial, tax and business matters to enable the Shareholder to evaluate the merits and risks of investment in the REIT Common Shares. Each The Shareholder has adequate means of providing for the Shareholder’s current and anticipated financial needs and contingencies, has the ability to bear the economic risk of acquiring the REIT Common Stock for an indefinite period of time and has no need for liquidity in the REIT Common Stock and could afford loss of all such investment. The Acquired Company and the Shareholder each Shareholder acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the ShareholdersShareholder, and the Shareholders are Shareholder is relying solely on the advice of their its own respective tax advisors in evaluating such consequences, (ii) neither the REIT nor the Limited Liability Company has made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the Acquired Company or the ShareholdersShareholder, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the REIT or the Limited Liability Company as to a particular tax effect that may be obtained by the ShareholdersShareholder. The Shareholders remain Shareholder remains solely responsible for all tax matters relating to them. (e) The Acquired Company Company, the Shareholder and each of the Shareholders Shareholder’s members have been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the REIT Common Shares and any other information the Acquired Company Company, the Shareholder or either Shareholder the Shareholder’s members has requested. The Acquired Company Company, the Shareholder and the Shareholders Shareholder’s members have had an opportunity to ask questions of, and receive information and answers from, the REIT concerning the REIT, the REIT Common Shares and the other Kite IPO Transactions, and to assess and evaluate any information supplied to them by the REIT, and all such questions have been answered, and all such information has been provided to their respective full satisfaction. (f) The Acquired Company and the Shareholders Shareholder acknowledge that they are aware that there are substantial restrictions on the transferability of the REIT Common Shares and that the REIT Common Shares will not be registered under the Securities Act or any state securities laws. Each The Shareholder agrees that any REIT Common Shares the Shareholder it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Each The Shareholder acknowledges that the Shareholder it shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the REIT for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) The Acquired Company and the Shareholders Shareholder understand that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the REIT Common Shares (including as to the merger consideration). (h) The Acquired Company and the Shareholders Shareholder understand that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of REIT Common Shares. (i) All certificates representing REIT Common Shares shall bear a restrictive legend in substantially the form set forth below (or a legend of like effect) in conspicuous type (together with any other legends required by law or otherwise placed on such certificates): THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY UPON REGISTRATION UNDER THE SECURITIES ACT AND THE STATE ACTS OR PURSUANT TO AN EXEMPTION THEREFROM. In addition, all such certificates shall bear an appropriate restrictive legend specifying that the REIT Common Shares represented by such certificate are held by an affiliate of the REIT (or, in the absence of such a legend, an appropriate notation shall be made in the records of the REIT and/or appropriate stop-transfer instructions shall be issued to the transfer agent).

Securities Law Matters Restrictions on Transfer. (a) The Acquired Company and the Shareholders acknowledge that the REIT intends the offer and issuance of the REIT Common Shares to be exempt from registration under the Securities Act of 1933, as amended (the “"Securities Act”") and applicable state securities laws by virtue of (i) the status of the Shareholders as “"accredited investors” " within the meaning of the federal securities laws, and (ii) Section 4(2) of the Securities Act, and that the REIT will rely in part upon the representations and warranties made by the Acquired Company and the Shareholders in this Agreement in making the determination that the offer and issuance of the REIT Common Shares qualify for exemption under Section 4(2) of the Securities Act. (b) Each Shareholder is an “"accredited investor” " within the meaning of the federal securities laws. (c) Each Shareholder will acquire the REIT Common Shares for his own account and not with a view to, or for sale in connection with, any “"distribution” " thereof within the meaning of the Securities Act. Each Shareholder does not intend or anticipate that the Shareholder will rely on its investment in the REIT Common Shares as a principal source of income. (d) Each Shareholder has sufficient knowledge and experience in financial, tax and business matters to enable the Shareholder to evaluate the merits and risks of investment in the REIT Common Shares. Each Shareholder has adequate means of providing for the Shareholder’s 's current and anticipated financial needs and contingencies, has the ability to bear the economic risk of acquiring the REIT Common Stock for an indefinite period of time and has no need for liquidity in the REIT Common Stock and could afford loss of all such investment. The Acquired Company and each Shareholder acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the Shareholders, and the Shareholders are relying solely on the advice of their own respective tax advisors in evaluating such consequences, (ii) neither the REIT nor the Limited Liability Company has made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the Acquired Company or the Shareholders, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the REIT or the Limited Liability Company as to a particular tax effect that may be obtained by the Shareholders. The Shareholders remain solely responsible for all tax matters relating to them. (e) The Acquired Company and the Shareholders have been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the REIT Common Shares and any other information the Acquired Company or either Shareholder has requested. The Acquired Company and the Shareholders have had an opportunity to ask questions of, and receive information and answers from, the REIT concerning the REIT, the REIT Common Shares and the other Kite IPO Transactions, and to assess and evaluate any information supplied to them by the REIT, and all such questions have been answered, and all such information has been provided to their respective full satisfaction. (f) The Acquired Company and the Shareholders acknowledge that they are aware that there are substantial restrictions on the transferability of the REIT Common Shares and that the REIT Common Shares will not be registered under the Securities Act or any state securities laws. Each Shareholder agrees that any REIT Common Shares the Shareholder acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Each Shareholder acknowledges that the Shareholder shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the REIT for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) The Acquired Company and the Shareholders understand that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the REIT Common Shares (including as to the merger consideration). (h) The Acquired Company and the Shareholders understand that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of REIT Common Shares. (i) All certificates representing REIT Common Shares shall bear a restrictive legend in substantially the form set forth below (or a legend of like effect) in conspicuous type (together with any other legends required by law or otherwise placed on such certificates): THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“"SECURITIES ACT”"), OR UNDER APPLICABLE STATE SECURITIES LAWS (“"STATE ACTS”") AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY UPON REGISTRATION UNDER THE SECURITIES ACT AND THE STATE ACTS OR PURSUANT TO AN EXEMPTION THEREFROM. In addition, all such certificates shall bear an appropriate restrictive legend specifying that the REIT Common Shares represented by such certificate are held by an affiliate of the REIT (or, in the absence of such a legend, an appropriate notation shall be made in the records of the REIT and/or appropriate stop-transfer instructions shall be issued to the transfer agent).. ARTICLE IV: CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER 4.1 Conditions to the REIT's and the Limited Liability Company's