Common use of Restrictions on Transfer of Securities Clause in Contracts

Restrictions on Transfer of Securities. I understand that (i) there will be no market for the Shares, (ii) the purchase of the Shares is a long‑term investment, (iii) the transferability of the Shares is restricted, (iv) the Shares may be sold by me only pursuant to registration under the Securities Act and State Laws, or an exemption therefrom, and (v) the Company does not have any obligation to register the Shares. I represent and warrant that I am purchasing the Shares for my own account, for long term investment, and without the intention of reselling or redistributing the Shares. The Shares are being purchased by me in my name solely for my own beneficial interest and not as nominee for, on behalf of, for the beneficial interest of, or with the intention to transfer to, any other person, trust, or organization, and I have made no agreement with others regarding any of the Shares. My financial condition is such that it is not likely that it will be necessary for me to dispose of any of the Shares in the foreseeable future. I am aware that, in the view of the Securities and Exchange Commission, a purchase of securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company or its business, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of any of the Shares and for which the Shares were or may be pledged as security would represent an intent inconsistent with the investment representations set forth above. I understand that any sale, transfer, pledge or other disposition of the Shares by me (i) will require the written consent of the Chief Executive Officer of the Company, (ii) will require conformity with the restrictions contained in this Section 4, and (iii) may be further restricted by a legend placed on the instruments or certificate(s) representing the securities containing substantially the following language: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be sold, offered for sale, or transferred except pursuant to either an effective registration statement under the Securities Act of 1933, as amended, and under the applicable state securities laws, or an opinion of counsel for the Company that such transaction is exempt from registration under the Securities Act of 1933, as amended, and under the applicable state securities laws. The transfer or encumbrance of the membership interests represented by this certificate is subject to substantial restrictions described in the Shareholder Agreement, by and among all of the members of the Company, a copy of which agreement is on file at the office of the Company. The acceptance of the membership interests represented by this certificate shall be deemed an agreement to be bound by the terms and conditions of said Agreement.”

Restrictions on Transfer of Securities. I understand that The undersigned (i) there will be no market for the Shares, (ii) the purchase and each of the Shares is a long‑term investmentundersigned if more than one) hereby makes the following further agreements, (iii) representations and warranties regarding the restrictions on the transferability of the Shares is restrictedSecurities: 4.1 I agree that I will not directly or indirectly sell, assign, pledge, distribute, donate, or otherwise transfer or dispose of, or offer or agree to do any of the foregoing with respect to, any of the shares of Common Stock or shares of Common Stock received upon exercise of the Warrant (ivthe "Conversion Shares"), or any beneficial interest in the shares of Common Stock or Conversion Shares, unless either (a) the Shares may be shares of Common Stock or Conversion Shares, as applicable, are registered under and sold by me only pursuant to registration under in accordance with the Securities Act and State Laws, or an exemption therefromthe rules and regulations promulgated thereunder, and are registered or qualified under and sold in accordance with the provisions of any applicable state securities or blue sky laws or (vb) the Company does not have any obligation to register the Shares. has determined that exemptions from such registration and qualification requirements are available. 4.2 I represent understand and warrant agree that I am purchasing the Shares for my own account, for long term investment, and without the intention of reselling or redistributing the Shares. The Shares are being purchased by me in my name solely for my own beneficial interest and not as nominee for, on behalf of, for the beneficial interest of, or with the intention to transfer to, any other person, trust, or organization, and I have made no agreement with others regarding any of the Shares. My financial condition is such that it is not likely that it a legend will be necessary for me to dispose of any of stamped on each certificate representing the Shares Common Stock or Conversion Shares, as applicable, substantially in the foreseeable future. I am aware that, in the view of the following form: The Securities and Exchange Commission, a purchase of securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company or its business, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of any of the Shares and for which the Shares were or may be pledged as security would represent an intent inconsistent with the investment representations set forth above. I understand that any sale, transfer, pledge or other disposition of the Shares by me (i) will require the written consent of the Chief Executive Officer of the Company, (ii) will require conformity with the restrictions contained in this Section 4, and (iii) may be further restricted by a legend placed on the instruments or certificate(s) representing the securities containing substantially the following language: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Corporate Securities Law of 1968, as amended, or applicable state the securities or blue sky laws and may of any other jurisdiction. The Securities represented hereby cannot be sold, offered for saleassigned, pledged, distributed, donated or otherwise transferred except pursuant to either an effective registration statement under the Securities Act or disposed of 1933, as amended, and under the applicable state securities laws, or an opinion of counsel for the Company that without such transaction is exempt from registration under the Securities Act of 1933, as amended, and registration or qualification under the applicable state securities or blue sky laws. The , unless the Company determines that exemptions from such registration and qualification requirements are available. 4.3 I understand and agree that the Company may issue such stop transfer or encumbrance of instructions to its transfer agents, if any, as it may deem necessary to enforce the membership interests represented by this certificate is subject to substantial restrictions described in the Shareholder Agreement, by and among all of the members of the Company, a copy of which agreement is on file at the office of the Company. The acceptance of the membership interests represented by this certificate shall be deemed an agreement to be bound by the terms and conditions of said Agreementabove transfer restrictions.”

Restrictions on Transfer of Securities. The undersigned (and each of the undersigned if more than one) hereby makes the following further agreements, representations and warranties regarding the restrictions on the transferability of the Securities: 5.1 I understand agree that I will not directly or indirectly sell, assign, pledge, distribute, donate, or otherwise transfer or dispose of, or offer to do any of the foregoing with respect to, any of the Securities which I purchase from the Company, or any beneficial interest in such Securities, unless either (i) there will be no market for such Securities are registered under and sold in accordance with the SharesSecurities Act and the rules and regulations promulgated thereunder, and are registered or qualified under and sold in accordance with the provisions of any applicable state securities laws, or (ii) the purchase of the Shares is Company has determined that exemptions from such registration and qualification requirements are available. 5.2 I understand and agree that a long‑term investment, (iii) the transferability of the Shares is restricted, (iv) the Shares may legend will be sold by me only pursuant to registration under stamped on each certificate representing the Securities Act and State Laws, or an exemption therefrom, and (v) the Company does not have any obligation to register the Shares. I represent and warrant that I am purchasing the Shares for my own account, for long term investment, and without the intention of reselling or redistributing the Shares. The Shares are being purchased by me in my name solely for my own beneficial interest and not as nominee for, on behalf of, for the beneficial interest of, or with the intention to transfer to, any other person, trust, or organization, and I have made no agreement with others regarding any of the Shares. My financial condition is such that it is not likely that it will be necessary for me to dispose of any of the Shares substantially in the foreseeable future. I am aware that, in the view of the following form: The Securities and Exchange Commission, a purchase of securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company or its business, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of any of the Shares and for which the Shares were or may be pledged as security would represent an intent inconsistent with the investment representations set forth above. I understand that any sale, transfer, pledge or other disposition of the Shares by me (i) will require the written consent of the Chief Executive Officer of the Company, (ii) will require conformity with the restrictions contained in this Section 4, and (iii) may be further restricted by a legend placed on the instruments or certificate(s) representing the securities containing substantially the following language: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Corporate Securities Law of 1968, as amended, or applicable state the securities laws and may of any other jurisdiction. The Securities represented hereby cannot be sold, offered for saleassigned, pledged, distributed, donated or otherwise transferred except pursuant to either an effective or disposed of without such registration statement under the Securities Act of 1933, as amended, and registration or qualification under the applicable state securities laws, or an opinion of counsel for unless the Company determines that exemptions from such transaction is exempt from registration under and qualification requirements are available. 5.3 I understand and agree that the Securities Act of 1933Company may issue such stop transfer instructions to its transfer agents, if any, as amended, and under it may deem necessary to enforce the applicable state securities laws. The above transfer or encumbrance of the membership interests represented by this certificate is subject to substantial restrictions described in the Shareholder Agreement, by and among all of the members of the Company, a copy of which agreement is on file at the office of the Company. The acceptance of the membership interests represented by this certificate shall be deemed an agreement to be bound by the terms and conditions of said Agreementrestrictions.”