Common use of Securities Restrictions; Legends Clause in Contracts

Securities Restrictions; Legends. (a) The Investor acknowledges that its Lock-Up Shares have not been registered under the Securities Act and as such its Lock-Up Shares may not be transferred except pursuant to an effective Registration Statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The Investor agrees that it will not make any Transfer at any time if such action would or would be likely to (i) constitute a violation of any securities Laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Lock-Up Shares under any such Laws or (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940. (b) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall (unless otherwise permitted by the provisions of Section 3.1(e) below) be stamped or otherwise imprinted with a legend in substantially the following form: (c) Each certificate or other instrument evidencing the securities issued upon the transfer of any Lock-Up Shares shall bear the legend set forth above unless (a) in such opinion of counsel to the Company registration of any future transfer is not required by the applicable provisions of the Securities Act or (b) the Company shall have waived the requirement of such legends. (d) When (i) any Lock-Up Shares are sold or otherwise Transferred pursuant to an effective Registration Statement under the Securities Act or (ii) the Investor has transferred or intends to transfer such shares pursuant to Rule 144, the Investor shall be entitled to receive from the Company, without expense to the Investor, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above. (e) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall during the Lock-Up Period be stamped or otherwise imprinted with a legend in substantially the following form: (f) At the expiration of the Lock-Up Period, the Investor shall be entitled to receive from the Company, without expense and without undue delay, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above in Section 3.1(e).

Securities Restrictions; Legends. (a) The Investor acknowledges that its Lock-Up Shares have not been registered under the Securities Act and as such its Lock-Up Shares may not be transferred except pursuant to an effective Registration Statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The Investor agrees that it will not make any Transfer at any time if such action would or would be likely to (i) constitute a violation of any securities Laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Lock-Up Shares under any such Laws or (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940. (b) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall (unless otherwise permitted by the provisions of Section 3.1(e) below) be stamped or otherwise imprinted with a legend in substantially the following form: (c) Each certificate or other instrument evidencing the securities issued upon the transfer of any Lock-Up Shares shall bear the legend set forth above in Section 3.1(b) unless (ai) in such opinion of counsel to the Company registration of any future transfer is not required by the applicable provisions of the Securities Act or (bii) the Company shall have waived the requirement of such legends. (d) When (i) any Lock-Up Shares are sold or otherwise Transferred pursuant to an effective Registration Statement under the Securities Act or (ii) the Investor has transferred or intends to transfer such shares pursuant to Rule 144, the Investor shall be entitled to receive from the Company, without expense to the Investor, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth aboveabove in Section 3.1(b). (e) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall during the Lock-Up Period be stamped or otherwise imprinted with a legend in substantially the following form: (f) At the expiration of the Lock-Up Period, the Investor shall be entitled to receive from the Company, without expense and without undue delay, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above in Section 3.1(e).

Securities Restrictions; Legends. (ai) The Investor acknowledges that its Lock-Up Shares have not been registered under No Units shall be transferable except upon the Securities Act and as such its Lock-Up Shares may not be transferred except pursuant conditions specified in this Section 3(c), which conditions are intended to an effective Registration Statement under insure compliance with the Securities Act or pursuant to an exemption from registration under provisions of the Securities Act. The Investor agrees that it will not make any Transfer at any time if such action would or would be likely to (i) constitute a violation of any securities Laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Lock-Up Shares under any such Laws or . (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940. (b) Each certificate certificate, if any, representing Lock-Up SharesUnits, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Sharesas applicable, shall (unless otherwise permitted by the provisions of Section 3.1(e) below) be stamped or otherwise imprinted with a legend in substantially the following form: (ciii) The Holder of any Units by acceptance thereof agrees, prior to any transfer of any such Units, to give written notice to the Company of such Holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(c). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Units, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed transfer does not involve a transaction requiring registration or qualification of such Units under the Securities Act. Such holder of such Units shall be entitled to transfer such Units in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such transfer and request such opinion within fifteen (15) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the transfer of any Lock-Up Shares such transferred Units shall bear the legend set forth in paragraph (ii) above unless (ai) in such opinion of counsel to the Company holder of such Units (which opinion and counsel shall be reasonably acceptable to the Company) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (bii) the Company shall have waived the requirement of such legends. (div) When Notwithstanding the foregoing provisions of this Section 3(c), the restrictions imposed by this Section 3(c) upon the transferability of any Units shall cease and terminate when (i) any Lock-Up Shares such Units are sold or otherwise Transferred disposed of pursuant to an effective Registration Statement registration statement under the Securities Act Act, or (ii) after a Qualified Public Offering, the Investor holder of such Units has transferred or intends to met the requirements for transfer of such shares Units pursuant to Rule 144144 under the Securities Act. Whenever the restrictions imposed by this Section 3(c) shall terminate, the Investor holder of any Units as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to the Investorexpense, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above. in paragraph (eii) Each certificate representing Lock-Up Shares, or above and not containing any other instrument (including a statement issued reference to the restrictions imposed by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall during the Lock-Up Period be stamped or otherwise imprinted with a legend in substantially the following form: (f) At the expiration of the Lock-Up Period, the Investor shall be entitled to receive from the Company, without expense and without undue delay, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above in this Section 3.1(e3(c).

Securities Restrictions; Legends. (a) The Investor acknowledges that its Lock-Up Shares have not been registered under No shares of Common Stock or Preferred Stock shall be transferable except upon the Securities Act and as such its Lock-Up Shares may not be transferred except pursuant conditions specified in this Section 3.3, which conditions are intended to an effective Registration Statement under insure compliance with the Securities Act or pursuant to an exemption from registration under provisions of the Securities Act. The Investor agrees that it will not make any Transfer at any time if such action would or would be likely to (i) constitute a violation of any securities Laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Lock-Up Shares under any such Laws or (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940. (b) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shares of Common Stock and Preferred Stock shall (unless otherwise permitted by the provisions of Section 3.1(eparagraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: (c) The holder of any shares of Common Stock or Preferred Stock by acceptance thereof agrees, prior to any transfer of any such shares, to give written notice to the Company of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Company, the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such transfer and request such opinion within fifteen (15) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the transfer of any Lock-Up Shares shares of Common Stock shall bear the legend set forth in paragraph (b) above unless (ai) in such opinion of counsel to the Company holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) registration of any future transfer is not required by the applicable provisions of the Securities Act or (bii) the Company shall have waived the requirement of such legends. (d) When Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section upon the transferability of any shares of Common Stock or Preferred Stock shall cease and terminate when (i) any Lock-Up Shares such shares are sold or otherwise Transferred disposed of (A) pursuant to an effective Registration Statement registration statement under the Securities Act or (B) in a transaction contemplated by paragraph (c) above which does not require that the shares so transferred bear the legend set forth in paragraph (b) hereof, or (ii) the Investor has transferred or intends to transfer holder of such shares pursuant has met the requirements for transfer of such shares under Rule 144(k) under the Securities Act (subject to Rule 144the delivery of opinions as set forth above). Whenever the restrictions imposed by this Section shall terminate, the Investor holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to the Investorexpense, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth abovein paragraph (b) above and not containing any other reference to the restrictions imposed by this Section. (e) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall during the Lock-Up Period be stamped or otherwise imprinted with a legend in substantially the following form: (f) At the expiration of the Lock-Up Period, the Investor shall be entitled to receive from the Company, without expense and without undue delay, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above in Section 3.1(e).

Securities Restrictions; Legends. (a) The Investor acknowledges that its Lock-Up Shares have not been registered under No shares of Common Stock or Preferred Stock shall be transferable except upon the Securities Act and as such its Lock-Up Shares may not be transferred except pursuant conditions specified in this Section 3.3, which conditions are intended to an effective Registration Statement under insure compliance with the Securities Act or pursuant to an exemption from registration under provisions of the Securities Act. The Investor agrees that it will not make any Transfer at any time if such action would or would be likely to (i) constitute a violation of any securities Laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Lock-Up Shares under any such Laws or (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940. (b) Each certificate certificate, if any, representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shares of Common Stock and Preferred Stock shall (unless otherwise permitted by the provisions of Section 3.1(eparagraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: (c) The Holder of any shares of Common Stock and/or Preferred Stock by acceptance thereof agrees, prior to any Disposition of any such shares, to give written notice to the Company of such Holder’s intention to effect such Disposition and to comply in all other respects with the provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed Disposition. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Disposition does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder of such shares shall be entitled to Dispose of such shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Disposition and request such opinion within fifteen (15) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Disposition within fifteen (15) days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the transfer Disposition of any Lock-Up Shares shares of Common Stock or Preferred Stock shall bear the legend set forth in paragraph (b) above unless (ai) in such opinion of counsel to the Company Holder of such shares (each of which opinion and counsel shall be reasonably acceptable to the Company) registration of any future transfer Disposition is not required by the applicable provisions of the Securities Act or (bii) the Company shall have waived the requirement of such legends. (d) When Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 3.3 upon the transferability of any shares of Common Stock or Preferred Stock shall cease and terminate (i) when any Lock-Up Shares such shares are sold or otherwise Transferred disposed of (A) pursuant to an effective Registration Statement registration statement under the Securities Act or (B) in a transaction contemplated by paragraph (c) above which does not require that the shares so transferred bear the legend set forth in paragraph (b) hereof, (ii) when the Investor has transferred or intends to transfer Holder of such shares has met the requirements for Disposition of such shares under Rule 144(b)(1) under the Securities Act (subject to the delivery of opinions as set forth above) or (iii) upon the expiration of the period of time in which IPC has agreed not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any Capital Stock of the Company following the consummation of a Qualified Public Offering; provided, however, that the period of time in the preceding clause (iii) shall not exceed 180 days (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 1442711(f) to the extent applicable) unless a longer period of time has become market practice at the time of the registration of securities related thereto. Whenever the restrictions imposed by this Section 3.3 shall terminate, the Investor Holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to the Investorexpense, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth abovein paragraph (b) above and not containing any other reference to the restrictions imposed by this Section. (e) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall during the Lock-Up Period be stamped or otherwise imprinted with a legend in substantially the following form: (f) At the expiration of the Lock-Up Period, the Investor shall be entitled to receive from the Company, without expense and without undue delay, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above in Section 3.1(e).

Securities Restrictions; Legends. (a) The Investor acknowledges that its Lock-Up Shares have not been registered under No shares of Common Stock shall be transferable except upon the Securities Act and as such its Lock-Up Shares may not be transferred except pursuant conditions specified in this Section 3.3, which conditions are intended to an effective Registration Statement under insure compliance with the Securities Act or pursuant to an exemption from registration under provisions of the Securities Act. The Investor agrees that it will not make any Transfer at any time if such action would or would be likely to (i) constitute a violation of any securities Laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Lock-Up Shares under any such Laws or (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940. (b) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shares of Common Stock shall (unless otherwise permitted by the provisions of Section 3.1(eparagraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: (c) The holder of any shares of Common Stock by acceptance thereof agrees, prior to any transfer of any such shares, to give written notice to the Company of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3.3. Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Company, the holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such transfer and request such opinion within fifteen (15) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the transfer any such transferred shares of any Lock-Up Shares Common Stock shall bear the legend set forth in paragraph (b) above unless (ai) in such opinion of counsel to the Company holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (bii) the Company shall have waived the requirement of such legends. (d) When Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 3.3 upon the transferability of any shares of Common Stock shall cease and terminate when (i) any Lock-Up Shares such shares are sold or otherwise Transferred disposed of pursuant to an effective Registration Statement registration statement under the Securities Act Act, or (ii) after a Qualified Public Offering, the Investor holder of such shares has transferred or intends to met the requirements for transfer of such shares pursuant to Rule 144144 under the Securities Act. Whenever the restrictions imposed by this Section 3.3 shall terminate, the Investor holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to the Investorexpense, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth abovein paragraph (b) above and not containing any other reference to the restrictions imposed by this Section 3.3. (e) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall during the Lock-Up Period be stamped or otherwise imprinted with a legend in substantially the following form: (f) At the expiration of the Lock-Up Period, the Investor shall be entitled to receive from the Company, without expense and without undue delay, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above in Section 3.1(e).

Securities Restrictions; Legends. (ai) The Investor acknowledges that its Lock-Up Shares have not been registered under No shares of Common Stock or Units shall be transferable except upon the Securities Act and as such its Lock-Up Shares may not be transferred except pursuant conditions specified in this Section 3(c), which conditions are intended to an effective Registration Statement under insure compliance with the Securities Act or pursuant to an exemption from registration under provisions of the Securities Act. The Investor agrees that it will not make any Transfer at any time if such action would or would be likely to (i) constitute a violation of any securities Laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Lock-Up Shares under any such Laws or (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940. (bii) Each certificate representing Lock-Up Sharesshares of Common Stock or Units, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Sharesas applicable, shall (unless otherwise permitted by the provisions of Section 3.1(eparagraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: (ciii) The Holder of any shares of Common Stock or Units, as applicable, by acceptance thereof agrees, prior to any transfer of any such shares, to give written notice to the Company or Hexion LLC, as applicable, of such Holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(c). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Company or Hexion LLC, as applicable, the Holder delivering such notice shall deliver a written opinion, addressed to the Company or Hexion LLC, as applicable, of counsel for the Holder of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company or Hexion LLC, as applicable,) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Company or Hexion LLC, as applicable, if the Company or Hexion LLC, as applicable, does not reasonably object to such transfer and request such opinion within fifteen (15) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the transfer any such transferred shares of any Lock-Up Shares Common Stock or Units, as applicable, shall bear the legend set forth in paragraph (ii) above unless (ai) in such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company or Hexion LLC, as applicable,) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (bii) the Company or Hexion LLC, as applicable, shall have waived the requirement of such legends. (div) When Notwithstanding the foregoing provisions of this Section 3(c), the restrictions imposed by this Section 3(c) upon the transferability of any shares of Common Stock or Units, as applicable, shall cease and terminate when (i) any Lock-Up Shares such shares are sold or otherwise Transferred disposed of pursuant to an effective Registration Statement registration statement under the Securities Act Act, or (ii) after a Qualified Public Offering or a Qualified Public Offering of Hexion LLC, as applicable, the Investor holder of such shares has transferred or intends to met the requirements for transfer of such shares pursuant to Rule 144144 under the Securities Act. Whenever the restrictions imposed by this Section 3(c) shall terminate, the Investor holder of any shares as to which such restrictions have terminated shall be entitled to receive from the CompanyCompany or Hexion LLC, as applicable, without expense to the Investorexpense, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above. in paragraph (eii) Each certificate representing Lock-Up Shares, or above and not containing any other instrument (including a statement issued reference to the restrictions imposed by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall during the Lock-Up Period be stamped or otherwise imprinted with a legend in substantially the following form: (f) At the expiration of the Lock-Up Period, the Investor shall be entitled to receive from the Company, without expense and without undue delay, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above in this Section 3.1(e3(c).