Common use of Securities Restrictions Clause in Contracts

Securities Restrictions. (i) Notwithstanding any other provision of this Agreement, no shares of Common Stock covered by this Agreement shall be transferable except upon the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the provisions of the Securities Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (iii) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, 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 Corporation) 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 Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretion. (iv) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 and not containing any other reference to the restrictions imposed by this Section 3(a).

Securities Restrictions. (i) Notwithstanding any other provision of this Agreement, no shares of Common Stock covered by this Agreement shall be transferable except upon the conditions specified in this Section 3(a2(a), which conditions are intended to insure ensure compliance with the provisions of the Securities Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a2(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 1412. (iii) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a2(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, 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 Corporation) 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 Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen fourteen (1514) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen fourteen (1514) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a2(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a2(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretion. (iv) Notwithstanding the foregoing provisions of this Section 3(a2(a), the restrictions imposed by this Section 3(a2(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(a2(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 12 and not containing any other reference to the restrictions imposed by this Section 3(a2(a).

Securities Restrictions. (ia) Notwithstanding any other provision of In addition to the contractual restrictions on transfer set forth in this Agreement and the Stockholder Agreement, no shares of Common Stock covered by this Agreement shall the Shares (or interests therein) cannot be transferable except upon offered, sold or transferred unless the conditions specified in this Section 3(a), which conditions Shares are intended to insure compliance with the provisions of the Securities Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (iii) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer registered and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, 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 Corporation) such proposed transfer does not involve a transaction requiring registration or qualification of such shares qualified under the Securities Act. Such holder of Act and applicable state securities laws or exemptions from such shares shall be entitled to transfer registration and qualification requirements are available, or such shares registration and qualification requirements are inapplicable, as reflected in accordance with the terms of the notice delivered to the Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such an opinion of counsel to the holder of such shares (which opinion Purchaser in form and counsel shall be substance reasonably acceptable satisfactory to the CorporationCompany. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act and applicable state securities laws, the Shares must be held indefinitely and may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) states that registration of In addition to any future transfer is not legends required by the applicable provisions Stockholder Agreement, the Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of the Securities Act Company to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or interests therein shall, as a condition to transfer of any Shares or interest therein, cause the transferee to enter into the Stockholder Agreement, provided that, with respect to each such agreement, this requirement will not apply to transfers made after the agreement has terminated. (Bd) In connection with any underwritten public offering of securities of the Corporation shall have waived Company or any of its affiliates within three (3) years of the requirement date hereof, if the managing underwriter believes that it is appropriate in connection with the offering to limit public sales of such legendsecurities by Company's stockholders, which waiver the Purchaser will agree to the managing underwriter's standard form of "lock up" agreement prohibiting transfers of any Common Stock owned by the Purchaser, including without limitation shares acquired other than pursuant hereto (other than shares included in the offering) for such period as may or be required by the managing underwriter not to exceed twenty (20) days prior to, and one hundred and eighty (180) days after, the effective date of the registration statement for such offering, provided however, that (i) such lock up provision may not be given invoked more than once in the Corporation’s absolute discretion. any 365 day period, (ivii) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) such lock up provision will be contingent upon the transferability officers and directors of the registrant entering into similar lock up agreements, and (iii) the Purchaser will not be required to comply with this lock up provision if any other stockholder owning more shares of Common Stock covered by than the Purchaser and who is subject to a contractual lock up provision similar to this Agreement shall cease and terminate when (A) any one has been released from such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 and not containing any other reference to the restrictions imposed by this Section 3(a)lock up obligation.

Securities Restrictions. (ia) Notwithstanding any other provision of this Agreement, no shares of Common Stock covered by this In addition to the contractual restrictions on transfer set forth in the Stockholder Agreement shall be transferable except upon the conditions specified referred to in this Section 3(a6.2(d)(i), which conditions the Shares (or interests therein) cannot be offered, sold or transferred unless the Shares are intended to insure compliance with the provisions of registered and qualified under the Securities Act. (ii) Each certificate Act and applicable state securities laws or book-entry notation representing shares exemptions from such registration and qualification requirements are available, or such registration and qualification requirements are inapplicable, as reflected in an opinion of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (iii) The holder of any shares of Common Stock covered by this Agreement agrees, prior counsel to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer transferring stockholders in form and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, of counsel for the holder of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be substance reasonably satisfactory to Buyer. In the Corporation) such proposed transfer does not involve a transaction requiring absence of an effective registration statement covering the Shares or qualification of such shares an available exemption from registration under the Securities Act. Such holder of such shares shall , the Shares must be entitled to transfer such shares in accordance with the terms of the notice delivered to the Corporationheld indefinitely, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretion. (iv) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. (b) The Certificates will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of Buyer to ensure compliance with the restrictions set forth herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS PROFITSOURCE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO PROFITSOURCE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." (c) Each recipient of Shares or (B) the holder of such shares has met the requirements for interests therein shall, as a condition to transfer of such shares pursuant any Shares or interests therein, cause the transferee to Rule 144 under enter into the Securities Act. Whenever the restrictions imposed by this Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth Stockholder Agreement described in Section 14 6.2(d)(i) and the Voting Agreement described in Section 6.2(d)(iii), provided that with respect to each such agreement, this requirement will not containing any other reference apply to transfers made after the restrictions imposed by this Section 3(a)agreement has terminated.

Securities Restrictions. Unless a registration statement under the Securities Act covering the proposed transaction is in effect: (a) If reasonably requested by ▇▇▇▇▇▇, the Seller’s Notice under Section 1(b) shall be accompanied at the Seller’s expense by either (i) Notwithstanding a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to Parent, addressed to Parent, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed Transfer of Consideration Shares without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other provision evidence reasonably satisfactory to counsel to Parent to the effect that the proposed Transfer of this Agreement, no shares of Common Stock covered by this Agreement shall the Consideration Shares may be transferable except upon the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the provisions of effected without registration under the Securities Act. (b) The Corporation will not require such a legal opinion or “no action” letter under Section 3(a) in any transaction (i) in compliance with SEC Rule 144; or (ii) Each certificate or book-entry notation representing shares in any transaction in which the Seller distributes the Consideration Shares to an Affiliate of Common Stock covered by this Agreement shall (unless otherwise permitted by such Seller for no consideration; provided that each Transferee agrees in writing to be subject to the provisions of paragraph (iv) terms of this Appendix C. (c) Upon Seller’s compliance with Section 3(a) to Parent’s reasonable satisfaction (which shall be presumed if Seller obtains a “no action” letter)) be stamped , or otherwise imprinted with a legend in substantially the form provided cases described in Section 14. (iii) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a3(b). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, 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 Corporation) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such holder of such shares Seller shall be entitled to transfer such shares Transfer the Consideration Shares in accordance with the terms of the notice delivered to the Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required Notice given by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretionSeller to Parent under Section 1(b). (ivd) Notwithstanding the foregoing provisions of Each certificate, instrument, or book entry representing Consideration Shares Transferred as provided in this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated 3 shall be entitled to receive from notated with the Corporation, without expense, a new certificate (or book-entry notation) not bearing the appropriate restrictive legend set forth in Section 14 4(a), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if (i) the Transfer is made pursuant to SEC Rule 144 or (ii) in the opinion of counsel for Seller and counsel for Parent, such legend is not containing required in order to establish compliance with any other reference to provisions of the restrictions imposed by this Section 3(a)Securities Act.

Securities Restrictions. (ia) Notwithstanding any other provision of this Agreement, no shares of Common Stock covered by this Agreement shall be transferable except upon the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the provisions of the Securities Act. (iib) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (iiic) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, 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 Corporation) 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 Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretion. (ivd) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or Act, (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities ActAct or (C) the Corporation has notified the holder thereof that the Corporation has irrevocably waived and terminated the restrictions set forth in Section 3 hereof, whether because such shares are eligible for sale pursuant to Rule 144 without regard to volume or otherwise in the absolute discretion in the Corporation. Whenever the restrictions imposed by this Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 and not containing any other reference to the restrictions imposed by this Section 3(a). (e) [Intentionally Omitted].

Securities Restrictions. (a) Neither of the Sellers shall, without the prior written consent of Buyer (which consent may be withheld in Buyer's sole discretion), (i) Notwithstanding directly or indirectly, sell, offer, contract or grant any other provision option to sell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, or otherwise dispose of any Buyer Common Stock acquired by such Sellers in connection with this Agreement, no or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Buyer Common Stock acquired by such Sellers in connection with this Agreement (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Buyer Common Stock, other securities, cash or otherwise), or publicly announce his intention to do any of the foregoing, for a period commencing on the Closing Date and continuing through the close of trading on the date that is the second anniversary of the Closing Date. The Sellers acknowledge and consent to the entry of stop transfer instructions with the Buyer's transfer agent and registrar against the transfer of shares of Buyer Common Stock covered held by this Agreement shall be transferable each Seller except upon the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the provisions of the Securities Actforegoing restrictions. (iib) Each certificate or book-entry notation representing shares of In addition to the contractual restrictions on transfer set forth in Section 6.11(a), the Buyer Common Stock covered by this Agreement shall (unless otherwise permitted or interests therein) held by the provisions of paragraph (iv) of this Section 3(a)) Sellers cannot be stamped offered, sold or otherwise imprinted with a legend in substantially the form provided in Section 14. (iii) The holder of any shares of transferred unless such Buyer Common Stock covered by this Agreement agreesis registered and qualified under the Securities Act and applicable state securities laws or exemptions from such registration and qualification requirements are available, prior or such registration and qualification requirements are inapplicable, as reflected in an opinion of counsel to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer transferring Seller in form and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, of counsel for the holder of such shares, stating that in the opinion of such counsel (which opinion and counsel shall be substance reasonably satisfactory to Buyer. In the Corporation) such proposed transfer does not involve a transaction requiring absence of an effective registration statement covering the Shares or qualification of such shares an available exemption from registration under the Securities Act. Such holder of such shares shall , the Shares must be entitled to transfer such shares in accordance with the terms of the notice delivered to the Corporationheld indefinitely, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretion. (iv) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met. The Sellers acknowledge that they will not have any right to demand registration of any of the Buyer Common Stock held by them, or to participate in any registration of Buyer Common Stock undertaken by Standard Pacific. (Bc) The certificates issued to the holder Sellers representing the Buyer Common Stock will bear a legend to the effect set forth below, and appropriate stop transfer instructions against the Shares will be placed with any transfer agent of such shares has met the requirements for transfer of such shares pursuant Buyer to Rule 144 under the Securities Act. Whenever ensure compliance with the restrictions imposed by this Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 and not containing any other reference to the restrictions imposed by this Section 3(a)herein. "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS STANDARD PACIFIC CORP. HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE, SATISFACTORY TO STANDARD PACIFIC CORP. AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, MORTGAGE, HYPOTHECATION, ENCUMBRANCE, GIFT OR OTHER DISPOSITION OF THE SHARES REPRESENTED HEREBY IS RESTRICTED BY AN AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF STANDARD PACIFIC CORP."

Securities Restrictions. (i) Notwithstanding any other provision of this Agreement, after the Effective Date, no shares of Common Stock covered held or beneficially owned by this Agreement shall a Stockholder may be transferable transferred except upon the conditions specified in this Section 3(a5(a), which conditions are intended to insure ensure compliance with the provisions of the Securities Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a5(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 1411. (iii) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a5(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, 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 Corporation) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such The holder of such shares of Common Stock shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such noticenotice (or three Business Days, or, if it requests such opinion, does not reasonably object in the case of a propose transfer relating to such transfer within fifteen (15) Business Days after delivery a sale of such opinionshares of Common Stock pursuant to Rule 144 under the Securities Act). Subject to paragraph (iv) of this Section 3(a5(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a5(a) unless (A) such an opinion of counsel to the holder of such shares (which opinion and of counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given or denied in the Corporation’s sole and absolute discretion. In the event that the holder proposes to sell any shares of Common Stock in a transaction that qualifies under Rule 144 under the Securities Act, the Corporation shall, at its expense, cause its counsel to provide any legal opinion required by the Corporation’s transfer agent in connection with such sale. (iv) Notwithstanding the foregoing provisions of this Section 3(a5(a), the restrictions imposed by this Section 3(a5(a) upon regarding the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares of Common Stock are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or (B) the holder of such shares has of Common Stock and the Corporation have met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(a5(a) shall terminate, the holder of any shares of Common Stock as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 11 and not containing any other reference to the restrictions imposed by this Section 3(a5(a).

Securities Restrictions. (ia) Notwithstanding any other provision anything herein contained, Common Shares and Warrants will only be issued upon exercise of this Agreement, no shares of Common Stock covered by this Agreement shall be transferable except upon the conditions specified Special Warrants in this Section 3(a), which conditions are intended to insure compliance with the provisions Securities Laws of any applicable jurisdiction, and without limiting the generality of the foregoing, in the event that the Special Warrants are exercised pursuant to Section 3.3 or deemed to have been exercised pursuant to Section 3.4 prior to the issuance of a receipt for the Prospectus by each of the Securities Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (iii) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the CorporationCommissions, the holder delivering certificates representing the Common Shares and Warrants thereby issued will bear such notice shall deliver a written opinionlegend as may, addressed in the opinion of Counsel to the Corporation, acting reasonably, be necessary in order to avoid a violation of counsel for any Securities Laws of any province in Canada, the holder United States or any other jurisdiction or to comply with the requirements of such sharesany stock exchange on which the Common Shares and Warrants are listed, stating provided that if, at any time, in the opinion of Counsel to the Corporation, such counsel legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at the holder's expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation, acting reasonably, (which may include an opinion and of counsel shall be reasonably satisfactory to the Corporation) ), to the effect that such proposed holder is entitled to sell or otherwise transfer such Common Shares and Warrants in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not involve bear such legend. (b) Special Warrants may not be exercised in the United States or by or on behalf of a transaction requiring person in the United States, nor will certificates for Common Shares and Warrants issuable upon exercise of Special Warrants be registered or delivered to an address in the United States without registration or qualification of such shares under the U.S. Securities ActAct and the securities laws of all applicable states, unless an exemption from registration is available. Such holder The Corporation may, at its option, require an opinion of such shares shall be entitled to transfer such shares counsel or other evidence in accordance with the terms of the notice delivered form and substance satisfactory to the Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such noticeacting reasonably, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel as to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions availability of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretionexemption. (iv) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 and not containing any other reference to the restrictions imposed by this Section 3(a).

Securities Restrictions. (i) Notwithstanding any other provision of this Agreement, after the date hereof, no shares of Common Stock covered or any Convertible Notes held or beneficially owned by this Agreement shall such Stockholder may be transferable transferred except upon the conditions specified in this Section 3(a4(a), which conditions are intended to insure ensure compliance with the provisions of the Securities Act, and subject to the terms and conditions specified in Section 2. (ii) Each certificate or book-entry notation representing shares of Common Stock covered Except as otherwise expressly provided by this Agreement shall paragraphs (unless otherwise permitted by the provisions of paragraph iii) and (iv) of this Section 3(a4(a)) , each certificate shares of Common Stock and each Convertible Note covered by this Agreement shall be stamped or otherwise imprinted with a legend in substantially the form provided in Section 147(a) and, upon the issuance or transfer of any book-entry shares of Common Stock covered by this Agreement, a legend in substantially the form provided in Section 7(a) shall be included in a notice to the record holder of such shares in accordance with applicable law. (iii) The holder of any shares of Common Stock or any Convertible Notes covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention desire to effect such transfer and to comply in all other respects with the provisions of this Section 3(a4(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, 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 Corporation) such proposed transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act. Such The holder of such shares of Common Stock or such Convertible Notes, as applicable, shall be entitled to transfer such shares in accordance with the terms of the notice delivered to the Corporation, Corporation (x) to any Affiliate of such holder or (y) if the Corporation does not reasonably object to such transfer and request on the basis that such opinion transfer would be in violation of this Agreement or applicable law within fifteen three (153) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a4(a), each certificate or other instrument evidencing any such transferred shares of Common Stock (or notice sent upon the transfer of any such book-entry shares of Common Stock) or Convertible Notes, as applicable, shall bear the legend required by paragraph (ii) of this Section 3(a4(a) unless (A) such an opinion of counsel to the holder of such shares or Convertible Notes (which opinion and of counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretionAct. (iv) Notwithstanding the foregoing provisions of this Section 3(a4(a), the restrictions imposed by this Section 3(a4(a) upon regarding the transferability of any shares of Common Stock covered by this Agreement and any Convertible Notes shall cease and terminate when (A) any such shares of Common Stock or Convertible Notes, as applicable, are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or (B) the holder of such shares has of Common Stock or Convertible Notes, as applicable, and the Corporation have met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(a4(a) shall terminate, the holder of any shares of Common Stock represented by certificates or any Convertible Notes, as applicable, as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notationshares) not bearing the restrictive legend set forth in Section 14 7(a) and not containing any other reference to the restrictions imposed by this Section 3(a4(a); provided, however, that so long as the restrictions on transfer and ownership under Section 2 of this Agreement remain in effect, any such certificates shall contain a restrictive legend in the form set forth in Section 7(a) except that such legend may omit the first sentence thereof.

Securities Restrictions. (ia) Notwithstanding No Common Shares or Resulting Issuer Shares will be issued pursuant to the exchange of any other provision Subscription Receipt if the issue of this Agreement, no shares such Common Shares or the issue of Common Stock covered by this Agreement shall be transferable except upon Resulting Issuer Shares to the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the provisions holder thereof would constitute a violation of the Securities Act. (ii) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. (iii) The holder Laws of any shares of Common Stock covered by this Agreement agreesjurisdiction and, prior to any transfer of any such shares, to give written notice to without limiting the Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances generality of the proposed transfer. Upon request by the Corporationforegoing, the holder delivering certificates representing the Common Shares thereby issued and the Resulting Issuer Shares issued in respect thereof will bear such notice shall deliver a written opinionlegend or legends as may, addressed to the Corporation, 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 Corporation) 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 Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the holder Company or the Resulting Issuer, as the case may be, be necessary or advisable in order to avoid a violation of such shares (any Laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares or Resulting Issuer Shares, as applicable, are then listed, provided that if, at any time, in the opinion and of counsel shall be reasonably acceptable to the Corporation) states that registration Company or the Resulting Issuer, as the case may be, such legend or legends are no longer necessary or advisable in order to avoid a violation of any future transfer is not required by the applicable provisions of the Securities Act such Laws or (B) the Corporation shall have waived the requirement of such legendrequirements, which waiver may or may not be given in the Corporation’s absolute discretion. (iv) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(a) shall terminate, the holder of any shares such legended certificate, at the expense thereof, provides the Company and the registrar and transfer agent for the Common Shares or the Resulting Issuer Shares, as the case may be, with evidence satisfactory in form and substance to the Company or the Resulting Issuer, as the case may be, and to the registrar and transfer agent for the Common Shares or the Resulting Issuer Shares, as the case may be, to the effect that such holder is entitled to sell or otherwise transfer such Common Shares or the Resulting Issuer Shares, as the case may be, in a transaction in which such restrictions have terminated shall legend or legends are not required, such legended certificate may thereafter be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 and not containing any other reference surrendered to the restrictions imposed Company or the Resulting Issuer, as the case may be, in exchange for a certificate which does not bear such legend or legends. Neither the Company nor the Resulting Issuer will be required to deliver any Common Shares or Resulting Issuer Shares, either upon the exchange of the Subscription Receipts or otherwise, to any U.S. Purchaser if the Company or the Resulting Issuer determines, in its sole discretion, that doing so may result in any contravention of the U.S. Securities Act or applicable state securities laws, or the U.S. Investment Company Act of 1940, as amended, and the Company and the Resulting Issuer may instead deliver to such U.S. Purchaser an amount of cash representing the proceeds of the sale of such Common Shares or Resulting Issuer Shares, net of expenses of sale. (b) Common Shares issuable pursuant to the exchange of any Subscription Receipt in accordance with Section 4.01, issued in certificated or uncertificated form, shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [THE DATE OF DISTRIBUTION OF THE SECURITIES WILL BE INSERTED] AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.” in addition to any legend or notation, as applicable, that may be required by Section 2.04(d) hereof or prescribed by the Company. No legend is required pursuant to this Section 3(a4.06(b) in respect of the Resulting Issuer Shares issuable pursuant to the exchange of any Subscription Receipt in accordance with Section 4.01 (c) Common Shares or Resulting Issuer Shares, as applicable, issuable pursuant to the exchange of any Depository Global Subscription Receipt originally issued in Canada and held by the Depository shall bear or be deemed to bear the following legend: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO LEVIATHAN GOLD FINANCE LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN ANY SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY OTHER PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO. HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

Securities Restrictions. (i) Notwithstanding any other provision of this Agreement, no shares of Common Stock covered by this Agreement shall be transferable except upon the conditions specified in this Section 3(a), which conditions are intended to insure compliance with the provisions of the Securities Act. . (iib) Each certificate or book-entry notation representing shares of Common Stock covered by this Agreement shall (unless otherwise permitted by the provisions of paragraph (iv) of this Section 3(a)) be stamped or otherwise imprinted with a legend in substantially the form provided in Section 14. . (iiic) The holder of any shares of Common Stock covered by this Agreement agrees, prior to any transfer of any such shares, to give written notice to the Corporation of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 3(a). Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, 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 Corporation) 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 Corporation, if the Corporation does not reasonably object to such transfer and request such opinion within fifteen (15) Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within fifteen (15) Business Days after delivery of such opinion. Subject to paragraph (iv) of this Section 3(a), each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend required by paragraph (ii) of this Section 3(a) unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Corporation) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (B) the Corporation shall have waived the requirement of such legend, which waiver may or may not be given in the Corporation’s absolute discretion. . (ivd) Notwithstanding the foregoing provisions of this Section 3(a), the restrictions imposed by this Section 3(a) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (A) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement under the Securities Act or Act, (B) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities ActAct or (C) the Corporation has notified the holder thereof that the Corporation has irrevocably waived and terminated the restrictions set forth in Section 3 hereof, whether because such shares are eligible for sale pursuant to Rule 144 without regard to volume or otherwise in the absolute discretion in the Corporation. Whenever the restrictions imposed by this Section 3(a) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate (or book-entry notation) not bearing the restrictive legend set forth in Section 14 and not containing any other reference to the restrictions imposed by this Section 3(a). 9 (e) [Intentionally Omitted].