Common use of Non-Registration Clause in Contracts

Non-Registration. Regardless of whether the Shares to be issued hereunder upon the exercise of an Option have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge, or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other law. If the Shares to be issued hereunder upon the exercise of an Option have not been registered under the Securities Act, or a registration is not then currently effective with respect to such Shares, and the Company determines that the registration requirements of the Securities Act apply but an exemption is available which requires an investment representation or other representation, the Participant shall be required, as a condition to acquiring such Shares, to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, except in compliance with the Securities Act, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel, and that Participant or other person then entitled to exercise such Option will indemnify Altair Engineering Inc. – ISO Agreement 5 the Company against and hold it free and harmless from any loss, damages, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the representation and agreement referred to above. The Board may take whatever additional actions it reasonably deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other Federal or state securities laws or regulations, including but not limited to Rule 144 promulgated under the Securities Act. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Stock certificates evidencing Shares acquired pursuant to an unregistered transaction to which the Securities Act applies shall bear a restrictive legend substantially in the following form and such other restrictive legends as are required or deemed advisable under the Plan or the provisions of any applicable law: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THEY MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Non-Registration. Regardless of whether the Shares to be issued hereunder upon the exercise of an Option have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge, or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other law. If the Shares to be issued hereunder upon the exercise of an Option have not been registered under the Securities Act, or a registration is not then currently effective with respect to such Shares, and the Company determines that the registration requirements of the Securities Act apply but an exemption is available which requires an investment representation or other representation, the Participant shall be required, as a condition to acquiring such Shares, to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, except in compliance with the Securities Act, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel, and that Participant or other person then entitled to exercise such Option will indemnify Altair Engineering Inc. – ISO Agreement 5 the Company against and hold it free and harmless from any loss, damages, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the representation and agreement referred to above. The Board may take whatever additional actions it reasonably deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other Federal or state securities laws or regulations, including but not limited to Rule 144 promulgated under the Securities Act. Without limiting the generality Altair Engineering Inc. - NSO Plan Form of NSO Agreement 4 of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Stock certificates evidencing Shares acquired pursuant to an unregistered transaction to which the Securities Act applies shall bear a restrictive legend substantially in the following form and such other restrictive legends as are required or deemed advisable under the Plan or the provisions of any applicable law: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION). THEY MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER EITHER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVISIONS OF THE ACT DO NOT APPLY TO SUCH ACT AND SUCH LAWSPROPOSED TRANSFER.

Non-Registration. Regardless of whether The parties agree that the Shares Holders will suffer damages if the Registrable Securities are not registered in a timely manner or remain registered after such Registration Statement has become effective. Therefore, if: (i) the Registration Statement is not filed on or prior to be issued hereunder upon its Filing Date (if the exercise of an Option have been registered under Company files the Securities Act or have been registered or qualified under Registration Statement without affording the securities laws of any stateHolders the opportunity to review and comment on the same as required below, the Company may impose restrictions upon the sale, pledgeshall not be deemed to have satisfied this clause (i)), or other transfer of such Shares (including the placement of appropriate legends on stock certificatesii) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable fails to achieve compliance file with the provisions of the Securities Act, the securities laws of any state, or any other law. If the Shares to be issued hereunder upon the exercise of an Option have not been registered SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within three Trading Days of the date that the Company (or a registration its legal counsel) is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not then currently declared effective with respect by the SEC by its Effectiveness Date, (iv) after the Effectiveness Date, the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such SharesRegistrable Securities for 15 consecutive calendar days but no more than an aggregate of 25 calendar days during any 12-month period (which need not be consecutive Trading Days), or (v) the Company fails to file an amendment to the Registration Statement that materially addresses SEC comments to the Registration Statement contained in a letter within ten Trading Days of receipt of such letter (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iv) the date on which such 15 or 25 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company determines that the registration requirements shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder for any Registrable Securities Act apply (“Purchase Price”) then held by such Holder, but an exemption is available which requires an investment representation or other representationno more than 48% of such Purchase Price in the aggregate. Such Holder may accept the liquidated damages in shares of Series A Preferred Stock (if such Series A Preferred Stock has already been converted, shares of the equivalent number of shares of Company common stock) valued at the Purchase Price in lieu of cash upon written notice to the Company. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Participant shall Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be required, as a condition to acquiring such Shares, to represent that such Shares are being acquired for investment, and not with a view paid by applicable law) to the sale or distribution thereofHolder, except accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in compliance with the Securities Act, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel, and that Participant or other person then entitled to exercise such Option will indemnify Altair Engineering Inc. – ISO Agreement 5 the Company against and hold it free and harmless from any loss, damages, expense or liability resulting full. The partial liquidated damages pursuant to the Company if terms hereof shall apply on a daily pro-rata basis for any sale or distribution portion of the Shares by such person is contrary a month prior to the representation and agreement referred to above. The Board may take whatever additional actions it reasonably deems appropriate to ensure the observance and performance cure of such representation and agreement and to effect compliance with the Securities Act and any other Federal or state securities laws or regulations, including but not limited to Rule 144 promulgated under the Securities Act. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Stock certificates evidencing Shares acquired pursuant to an unregistered transaction to which the Securities Act applies shall bear a restrictive legend substantially in the following form and such other restrictive legends as are required or deemed advisable under the Plan or the provisions of any applicable law: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THEY MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSEvent.

Non-Registration. Regardless (a) Seller understands that the issuance of whether the Shares Common Stock of Regent in this transaction is intended to be issued hereunder upon exempt from registration under the exercise Securities Act of an Option have 1933, as amended (the "1933 Act"), by virtue of Section 4(2) and/or 4(6) of the 1933 Act and the provisions of Regulation D promulgated thereunder, that the Common Stock of Regent has not been registered under the Securities 1933 Act or have been registered or qualified under the securities laws of any state, and that Regent will be under no obligation to effect any such registration. (b) Seller is acquiring the Company may impose restrictions upon the saleCommon Stock of Regent for his own account, pledgefor investment and not with a view to resale, distribution, or other disposition, and Seller has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution or other disposition. Seller understands that the shares of Regent Common Stock to be issued in this transaction have not been, and will not be, registered under the 1933 Act by reason of a specific exemption from the registration provisions of the 1933 Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller's representations as expressed herein. Seller will not sell or otherwise transfer the shares of such Shares (including Regent Common Stock to be issued in this transaction without registration under the placement of appropriate legends on stock certificates) if1933 Act and applicable state securities laws, or pursuant to an exemption from the registration requirements thereof which, in the judgment opinion of counsel reasonably acceptable to Regent, is available for the Company and its counsel, transaction. (c) Seller acknowledges that the shares of Regent Common Stock to be issued in this transaction must be held indefinitely unless subsequently registered under the 1933 Act or unless an exemption from such restrictions are necessary or desirable to achieve compliance with registration is available. Seller is aware of the provisions of Rule 144 promulgated under the Securities 1933 Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about Regent, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares being sold during any three-month period not exceeding specified limitations. (d) Seller is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act, inasmuch as Seller meets the securities laws requirements of subparagraph (a)(5) of Rule 501. (e) Seller has had a reasonable opportunity to inspect all documents, books and records pertaining to Regent and the shares of Regent Common Stock and confirms that the Common Stock of Regent is being acquired without Seller's receipt of any stateoffering literature, although Seller confirms he has received a copy of Regent's Prospectus, dated January 24, 2000, and a list of exhibits filed with the SEC in connection therewith, all of which will be supplied to Seller on request. (f) Seller has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Regent concerning Regent, its business and proposed operations, the terms of the Common Stock of Regent and all other aspects of investment in Regent, and all such questions have been answered to the full satisfaction of Seller. (g) Seller is not acquiring the Common Stock of Regent as a result of or pursuant to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other law. If than a representative of Regent. (h) Seller has not incurred, and will not incur, directly or indirectly, as a result of any action taken by Regent or RBI, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement. (i) Seller understands that the Shares certificate(s) representing the Common Stock of Regent issued to be issued hereunder upon him shall bear legends in substantially the exercise following forms, and Seller shall not transfer any of an Option such shares of Common Stock of Regent, or any interest therein, except in accordance with the terms of such legends: "The securities represented by this certificate have not been registered under the Securities ActAct of 1933, as amended, or a the securities laws of any state (the "Securities Laws"). These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration under applicable Securities Laws, or the availability of an exemption therefrom. This certificate will not be transferred on the books of the Corporation or any transfer agent acting on behalf of the Corporation except upon the receipt of an opinion of counsel, satisfactory to the Corporation, that the proposed transfer is not then currently effective with respect to such Shares, and the Company determines that exempt from the registration requirements of all applicable Securities Laws, or the receipt of evidence, satisfactory to the Corporation, that the proposed transfer is the subject of an effective registration statement under all applicable Securities Act apply but an exemption Laws." "The issuer is available which requires an investment representation subject to restrictions contained in the Federal Communications Act, as amended. The securities evidenced by this certificate may not be sold, transferred, assigned or other representation, the Participant shall be requiredhypothecated if, as a condition to acquiring such Shares, to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution result thereof, except the issuer would be in compliance with the Securities Act, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel, and violation of that Participant or other person then entitled to exercise such Option will indemnify Altair Engineering Inc. – ISO Agreement 5 the Company against and hold it free and harmless from any loss, damages, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the representation and agreement referred to above. The Board may take whatever additional actions it reasonably deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other Federal or state securities laws or regulations, including but not limited to Rule 144 promulgated under the Securities Act. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such Shares. Stock certificates evidencing Shares acquired pursuant to an unregistered transaction to which the Securities Act applies shall bear a restrictive legend substantially in the following form and such other restrictive legends as are required or deemed advisable under the Plan or the provisions of any applicable law: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THEY MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSact."