Common use of Restrictions on Transfer; Restrictive Legends Clause in Contracts

Restrictions on Transfer; Restrictive Legends. Dealer understands and agrees that it may not sell, transfer, pledge, hypothecate or otherwise dispose of, whether by assignment, operation of law or otherwise, any Unvested Shares of Common Stock, without SAI's prior written consent, which may be withheld in SAI's sole discretion. As a mechanism for carrying out the provisions of Section 3.4 and this Section 3.5, all certificates representing Unvested Shares will bear the restrictive legend set forth below: The securities represented by this certificate are subject to forfeiture and restrictions on transfer pursuant to the provisions of an ASSOCIATION AGREEMENT, a copy of which is on file at the offices of Security Associates International, Inc., and may not be sold, transferred, pledged, hypothecated or otherwise disposed of, whether by assignment, operation of law or otherwise, except in compliance with the terms of that Agreement.