Common use of Legend; Restriction on Transfer Clause in Contracts

Legend; Restriction on Transfer. The Investor understands and agrees that the certificates evidencing the Shares and Warrant Shares, or any other securities issued in respect thereof upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, will bear the legend required by the Transaction Agreements, and federal and state securities laws, including the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CAPSOURCE FINANCIAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”