Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.

Securities Laws Matters. Each Member The Stockholder acknowledges receipt of advice from the Company Holding that (i) the Interests New Options and any shares of Holding Common Stock acquired in exercise of the New Options ("Exercise Shares") have not been registered under the Securities Act of 1933 (the "Act") or qualified under any state securities or “"blue sky” " or non U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Interestsany Exercise Shares, (iii) the Interests any Exercise Shares must be held indefinitely and such Member the Stockholder must continue to bear the economic risk of the investment in the Interests shares of Holding Common Stock unless the Interests such shares of Holding Common Stock are subsequently registered under the Securities Act and such state or non U.S. securities laws or an exemption from such registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to sales of any securities of the Company Exercise Shares and the Company Holding has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests any Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this AgreementRule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests shares of any Exercise Shares without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends in the form set forth in the Stockholders Agreement shall be placed on any the certificate representing the Interests shares of any Exercise Shares and (viii) a notation shall be made in the appropriate records of the Company Holding indicating that the Interests shares of any Exercise Shares are subject to restrictions on transfer and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interestsany Exercise Shares.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) neither the Interests nor the Special Membership Interests have not been registered under the Securities Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the Interests or the Special Membership Interests, (iii) the Interests and the Special Membership Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests and the Special Membership Interests, as applicable, unless the Interests and/or Special Membership Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests and/or Special Membership Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests or Special Membership Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and/or Special Membership Interests, as applicable, and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests and the Special Membership Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests and the Special Membership Interests.

Securities Laws Matters. Each Member The Executive acknowledges receipt of advice from the Company Holding that (i) the Interests New Options and any shares of Holding Common Stock acquired on exercise of the New Options (“Exercise Shares”) have not been registered under the Securities Act of 1933 (the “Act”) or qualified under any state securities or “blue sky” or non U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Interestsany Exercise Shares, (iii) the Interests any Exercise Shares must be held indefinitely and such Member the Executive must continue to bear the economic risk of the investment in the Interests shares of Holding Common Stock unless the Interests such shares of Holding Common Stock are subsequently registered under the Securities Act and such state or non U.S. securities laws or an exemption from such registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company Exercise Shares and the Company Holding has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests any Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this AgreementRule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests shares of any Exercise Shares without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends in the form set forth in the Stockholders Agreement shall be placed on any the certificate representing the Interests shares of any Exercise Shares and (viii) a notation shall be made in the appropriate records of the Company Holding indicating that the Interests shares of any Exercise Shares are subject to restrictions on transfer and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interestsany Exercise Shares.

Securities Laws Matters. Each Member Management Limited Partner acknowledges receipt of advice from the Company Partnership that (ia) the Interests Units have not been registered under the Securities 1933 Act or qualified under any state securities or “blue sky” laws, (iib) it is not anticipated that there will be any public market for the InterestsUnits, (iiic) the Interests Units must be held indefinitely and such Member Management Limited Partner must continue to bear the economic risk of the investment in the Interests Units unless the Interests Units are subsequently registered under the Securities 1933 Act and such state laws or an exemption from registration is available, (ivd) Rule 144 promulgated under the Securities 1933 Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company Partnership and the Company Partnership has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (ve) when and if the Interests Units may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, (vif) if the exemption afforded by Rule 144 is not available, public sale of the Interests Units without registration will require the availability of an exemption under the Securities 1933 Act, (viig) restrictive legends shall be placed on any certificate representing the Interests Units, and (viiih) a notation shall be made in the appropriate records of the Company Partnership indicating that the Interests Units are subject to restrictions on transfer and, if the Company Partnership should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the InterestsUnits.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws laws, or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule rule and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-stop transfer instructions will be issued to such transfer agent with respect to the Interests.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.

Securities Laws Matters. Each Member Management Limited Partner acknowledges receipt of advice from the Company Partnership that (ia) the Interests Units have not been registered under the Securities 1933 Act or qualified under any state securities or “blue sky” laws, (iib) it is not anticipated that there will be any public market for the InterestsUnits, (iiic) the Interests Units must be held indefinitely and such Member Management Limited Partner must continue to bear the economic risk of the investment in the Interests Units unless the Interests Units are subsequently registered under the Securities 1933 Act and such state laws or an exemption from registration is available, (ivd) Rule 144 promulgated under the Securities 1933 Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company Partnership and the Company Partnership has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (ve) when and if the Interests Units may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule 144 and the provisions of this Agreement, (vif) if the exemption afforded by Rule 144 is not available, public sale of the Interests Units without registration will require the availability of an exemption under the Securities 1933 Act, (viig) restrictive legends shall be placed on any certificate representing the Interests Units, and (viiih) a notation shall be made in the appropriate records of the Company Partnership indicating that the Interests Units are subject to restrictions on transfer and, if the Company Partnership should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the InterestsUnits.

Securities Laws Matters. Each Member Individual Limited Partner acknowledges receipt of advice from the Company Partnership that (ia) the Interests Units have not been registered under the Securities 1933 Act or qualified under any state securities or “blue sky” laws, (iib) it is not anticipated that there will be any public market for the InterestsUnits, (iiic) the Interests Units must be held indefinitely and such Member Individual Limited Partner must continue to bear the economic risk of the investment in the Interests Units unless the Interests Units are subsequently registered under the Securities 1933 Act and such state laws or an exemption from registration is available, (ivd) Rule 144 promulgated under the Securities 1933 Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company Partnership and the Company Partnership has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (ve) when and if the Interests Units may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this AgreementThird Amendment, (vif) if the exemption afforded by Rule 144 is not available, public sale of the Interests Units without registration will require the availability of an exemption under the Securities 1933 Act, (viig) restrictive legends shall be placed on any certificate representing the Interests Units, and (viiih) a notation shall be made in the appropriate records of the Company Partnership indicating that the Interests Units are subject to restrictions on transfer and, if the Company Partnership should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the InterestsUnits.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule 144 and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests Units have not been registered under the Securities Act or qualified under any state securities or “blue sky” lawsLaws, (ii) it is not anticipated that there will be any public market for the InterestsUnits, (iii) the Interests Units must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests Units unless the Interests Units are subsequently registered under the Securities Act and such state laws Laws or an exemption from registration is availableavailable thereunder, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company by Affiliates of the Company and the Company has made no covenant to make Rule 144 available for Affiliates of the Company and Rule 144 is not anticipated to be available for Affiliates of the Company in the foreseeable future, (v) when and if the Interests Units may be disposed of without registration in reliance upon Rule 144, such disposition can may, in certain circumstances, be made only in limited amounts and in accordance with the terms and conditions of such Rule 144 and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests Units without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests Units, and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests Units are subject to restrictions on transfer Transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the InterestsUnits.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, ; (ii) it is not anticipated that there will be any public market for the Interests, ; (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, ; (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, ; (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, ; (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, ; (vii) restrictive legends shall be placed on any certificate representing the Interests Interests; and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.

Securities Laws Matters. Each Member Purchaser acknowledges receipt of advice from the Company that (i) the Interests Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the InterestsShares, (iii) the Interests Shares must be held indefinitely and such Member Purchaser must continue to bear the economic risk of the investment in the Interests Shares unless the Interests Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this AgreementRule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests Shares without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends in the form set forth in the Stockholders Agreement shall be placed on any the certificate representing the Interests Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the InterestsShares.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public Table of Contents market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule 144 and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company It understands that (i) the Membership Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Membership Interests, (iii) the Membership Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Membership Interests unless the Membership Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Membership Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule 144 and the provisions of this LLC Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Membership Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall will be placed on any certificate representing the Membership Interests in the event certificates are authorized and issued by the Board, and (viii) a notation shall will be made in the appropriate records of the Company indicating that the Membership Interests are subject to restrictions on transfer Transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such the transfer agent with respect to the Membership Interests.

Securities Laws Matters. Each Member The Employee acknowledges receipt of advice from the Company that (i) the Interests Subscription Shares have not been registered under the Securities Act of 1933 (the “Act”) or qualified under any state securities or “blue sky” or non U.S. securities laws, (ii) it is not anticipated that there will be any public market for the InterestsSubscription Shares, (iii) the Interests Employee must be held indefinitely and such Member must continue to bear the economic risk of the an investment in the Interests Subscription Shares for an indefinite period of time unless the Interests such Subscription Shares are subsequently registered under the Securities Act and such state or non U.S. securities laws or an exemption from such registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company Subscription Shares and the Company has not made no any covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests Subscription Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this AgreementRule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests Subscription Shares without registration will require the availability of an exemption under the Securities Act, and (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests Subscription Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the InterestsSubscription Shares.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Interests, (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends shall be placed on any certificate representing the Interests and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.Interests.‌

Securities Laws Matters. Each Member Toppan acknowledges receipt of advice from the Company that (i) the Interests CDT Shares have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the InterestsCDT Shares, (iii) the Interests CDT Shares must be held indefinitely and such Member Toppan must continue to bear the economic risk of the investment in the Interests CDT Shares unless the Interests CDT Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Interests CDT Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this AgreementRule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests CDT Shares without registration will require the availability of an exemption under the Securities Act, (vii) applicable restrictive legends in the forms set forth in Section 6.07 of the By-Laws shall be placed on any the certificate representing the Interests CDT Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests CDT Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the InterestsCDT Shares.

Securities Laws Matters. Each Member acknowledges receipt of advice from the Company that (i) the Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, ; (ii) it is not anticipated that there will be any public market for the Interests, ; (iii) the Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Interests unless the Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, ; (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, ; (v) when and if the Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule and the provisions of this Agreement, ; (vi) if the exemption afforded by Rule 144 is not available, public sale of the Interests without registration will require the availability of an exemption under the Securities Act, ; (vii) restrictive legends shall be placed on any certificate representing the Interests Interests; and (viii) a notation shall be made in the appropriate records of the Company indicating that the Interests are subject to restrictions on transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Interests.