Common use of Restricted Securities; Rule 144 Clause in Contracts

Restricted Securities; Rule 144. The Purchaser --------------------- understands that the Common Shares will be "restricted securities" under the Federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Common Shares may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser will not, directly or indirectly, offer, sell, pledge, sell short, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire) any of the Common Shares except in compliance with the Securities Act and the Exchange Act. The Purchaser acknowledges that the Common Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities 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 the Company, 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

Restricted Securities; Rule 144. The Purchaser --------------------- Except as otherwise permitted by applicable law, the Founder understands that the Common Exchange Shares issued to the Founder in the Exchange pursuant to this Notice will be "characterized as “restricted securities" ” under the Federal securities laws inasmuch Securities Act of 1933, as they amended (the “Act”), because such shares are being acquired from the Company in a transaction not involving a public offering and in exchange for shares acquired from the Company in a transaction not involving a public offering, and that under such laws the Act and applicable the rules and regulations promulgated thereunder the Common Exchange Shares may be resold without registration under the Securities Act only in certain limited circumstances, and subject to the restrictions under the Restated Certificate of Incorporation. The Purchaser will not, directly or indirectly, offer, sell, pledge, sell short, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire) any of the Common Shares except in compliance with the Securities Act Founder understands and the Exchange Act. The Purchaser hereby acknowledges that the Common Exchange Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is otherwise available. The Purchaser Founder is aware of the provisions of Rule 144 promulgated under the Securities Act Act, which permit limited resale resales of shares purchased in a private placement transaction not involving a public offering, 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 the Company, 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.

Restricted Securities; Rule 144. The Purchaser --------------------- understands that the Common Shares will be "Securities are characterized as “restricted securities" ” under the Federal federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Common Shares Securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser will not, directly or indirectly, offer, sell, pledge, sell short, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire) any of the Common Shares except in compliance with the Securities Act and the Exchange Act. The Purchaser acknowledges that the Common Shares Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. The Purchaser acknowledges that the Company only has obligations to register or qualify the Securities pursuant to Section 6 hereof. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, among other thingsbut not limited to, the existence time and manner of a public market sale, the holding period for the sharesSecurities, and on requirements relating to the availability Company which are outside of certain current public information about the CompanyPurchaser’s control, and which the resale occurring Company is under no obligation and may not less than one year after a party has purchased and paid for the security be able to be sold, the sale being effected through asatisfy.

Restricted Securities; Rule 144. The Purchaser --------------------- Each of Founder and such Founder Entity understands that the Common Class B Shares will be "are characterized as “restricted securities" ” under the Federal securities laws inasmuch Securities Act of 1933, as they amended (“Securities Act”), because such shares are being acquired from the Company in a transaction not involving a public offering and in exchange for shares acquired from the Company in a transaction not involving a public offering, and that under such laws the Securities Act and applicable the rules and regulations promulgated thereunder the Common Class B Shares may be resold without registration under the Securities Act only in certain limited circumstances, and subject to the restrictions under the Amended and Restated Certificate of Incorporation. The Purchaser will not, directly or indirectly, offer, sell, pledge, sell short, transfer or otherwise dispose Each of (or solicit any offers to buy, purchase or otherwise acquire) any of the Common Shares except in compliance with the Securities Act Founder and the Exchange Act. The Purchaser such Founder Entity understands and hereby acknowledges that the Common Class B Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is otherwise available. The Purchaser is Founder and such Founder Entity are aware of the provisions of Rule 144 promulgated under the Securities Act Act, which permit limited resale resales of shares purchased in a private placement transaction not involving a public offering, 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 the Company, 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.

Restricted Securities; Rule 144. The Purchaser --------------------- Founder understands that the any shares of Class B Common Shares Stock Founder receives in connection with any Exchange will be "characterized as “restricted securities" ” under the Federal securities laws inasmuch Securities Act of 1933, as they amended (“Securities Act”), because such shares are being acquired from the Company in a transaction not involving a public offering within the meaning of the Securities Act and in exchange for shares acquired from the Company in a transaction not involving a public offering, and that under the Securities Act and the rules and regulations promulgated thereunder, such laws and applicable regulations the Common Shares shares may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser will not, directly or indirectly, offer, sell, pledge, sell short, transfer or otherwise dispose and subject to the restrictions under the Amended and Restated Certificate of (or solicit any offers to buy, purchase or otherwise acquire) any of the Common Shares except Incorporation and in compliance with the Securities Act all applicable state securities laws. Founder understands and the Exchange Act. The Purchaser hereby acknowledges that the any shares of Class B Common Shares Stock Founder receives in connection with any Exchange must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is availableotherwise available and resold in compliance with all applicable state securities laws. The Purchaser Founder is aware of the provisions of Rule 144 promulgated under the Securities Act Act, which permit limited resale resales of shares purchased in a private placement transaction not involving a public offering, 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 the Company, 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.

Restricted Securities; Rule 144. The Purchaser --------------------- Such Founder Stockholder understands that the Common Class B Shares will be "are characterized as “restricted securities" ” under the Federal securities laws inasmuch Securities Act of 1933, as they amended (the “Securities Act”), because such shares are being acquired from the Company in a transaction not involving a public offering and in exchange for shares acquired from the Company in a transaction not involving a public offering, and that under such laws the Securities Act and applicable the rules and regulations promulgated thereunder, the Common Class B Shares may be resold without registration under the Securities Act only in certain limited circumstances, and subject to the restrictions under the New Charter. The Purchaser will not, directly or indirectly, offer, sell, pledge, sell short, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire) any of the Common Shares except in compliance with the Securities Act Such Founder Stockholder understands and the Exchange Act. The Purchaser hereby acknowledges that the Common Class B Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is otherwise available. The Purchaser Such Founder Stockholder is aware of the provisions of Rule 144 promulgated under the Securities Act Act, which permit limited resale resales of shares purchased in a private placement transaction not involving a public offering, subject to the satisfaction of certain conditions. Such Founder Stockholder further acknowledges and agrees that the Company does not intend to register the Class B Shares under the Securities Act or any state securities laws, including, among other things, and that the existence of a public market for Company is under no obligation to so register the shares, Class B Shares at any time in the availability of certain current public information about the Company, 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 afuture.