Common use of Securities Laws Compliance Clause in Contracts

Securities Laws Compliance. The offering of the Membership Interests constitutes the sale of “securities” exempt from registration under Federal Rule 506(c) and certain State exemptions to registration under applicable Blue-Sky laws. Should the Manager choose to evidence a Membership Interest certificate, each certificate shall be signed by the Manager. A legend noting the restrictions on transfer shall also be placed conspicuously on the face of all certificates substantially in accordance with the following: THE INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS, AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS AND ON DELIVERY TO THE COMPANY OF A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONS, AND ALL OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUEST.

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange Shares nor the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Laws. The Company Shareholder understands that the Exchange Shares will be characterized as “restricted” securities under federal securities Laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of Exchange Shares except pursuant to Regulation S under the Membership Interests constitutes Securities Act, pursuant to registration under the sale of “securities” exempt Securities Act or pursuant to an available exemption from registration under Federal Rule 506(c) the Securities Act, and certain State exemptions will not engage in hedging transactions with regard to registration under applicable Blue-Sky lawsthe Exchange Shares unless in compliance with the Securities Act. Should the Manager choose to evidence a Membership Interest certificate, The Company Shareholder understands that each certificate for Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall be signed by bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Manager. A legend noting the restrictions on transfer shall also be placed conspicuously on the face of all certificates substantially Exchange Shares except in accordance with the followingsuch restrictions: THE INTERESTS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES 1933 ACT”), ) OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS, . THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS AND ON DELIVERY TO THE COMPANY OF A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONS, AND ALL OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUEST1933 ACT.

Securities Laws Compliance. The Purchaser is aware that neither the Purchaser Shares nor the offer or sale thereof to the Purchaser has been registered under the Securities Act, or under any state or foreign securities Laws. The Purchaser understands that the Purchaser Shares it will receive will be characterized as “restricted” securities under United States federal securities Laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser agrees that the Purchaser will not sell all or any portion of Purchaser Shares except pursuant to Regulations D or S under the Membership Interests constitutes Securities Act, pursuant to registration under the sale of “securities” exempt Securities Act or pursuant to an other available exemption from registration under Federal Rule 506(c) and certain State exemptions to registration under applicable Blue-Sky lawsthe Securities Act. Should the Manager choose to evidence a Membership Interest certificate, The Purchaser understands that each certificate for Purchaser Shares issued to the Purchaser shall be signed by the Manager. A bear a legend noting the restrictions on transfer shall also be placed conspicuously on the face of all certificates substantially in accordance with the followingas set forth below: THE INTERESTS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES 1933 ACT”), ) OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS, . THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS AND ON DELIVERY TO THE COMPANY OF A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONS, AND ALL OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUEST1933 ACT.

Securities Laws Compliance. The offering Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act") or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale in violation of the Membership Interests constitutes registration provisions of the sale Securities Act; except for the transfer of “securities” exempt from registration under Federal Rule 506(cthe Warrant to one or more wholly- owned subsidiaries of Sirrom Capital Corporation, which subsidiary(s) and certain State exemptions to registration under applicable Blue-Sky laws. Should the Manager choose to evidence a Membership Interest certificate, each certificate shall be signed by an "accredited investor," as defined in Rule 501(a) under the ManagerSecurities Act, this Warrant may not be sold or otherwise transferred without (i) an effective registration statement for such Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Xxxxxxxx & Xxx, PLC is acceptable counsel). A legend noting Transfer of the restrictions on transfer Shares issued upon the exercise of this Warrant shall also be placed conspicuously on restricted in the face of all same manner and to the same extent as the Warrant and the certificates representing such Shares shall bear substantially in accordance with the followingfollowing legend: THE INTERESTS SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR UNDER ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, LAW AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR “BLUE SKY” LAWS AND ON DELIVERY TO (II) IN THE COMPANY OF A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIMEREGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws, PURSUANT TO THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONSincluding, AND ALL OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUEST.if requested, completing and executing a representation letter in the form attached hereto as Annex C.

Securities Laws Compliance. The offering Seller is aware that the offer or sale of the Membership Interests constitutes Purchase Price Shares to the sale of Seller has not been registered under the Securities Act, or under any state securities law. The Seller understands that the Purchase Price Shares will be characterized as “restricted securities” exempt under United States federal and state securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Seller agrees that the Seller will not sell all or any portion of the Purchase Price Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under Federal Rule 506(c) and certain State exemptions to registration under applicable Blue-Sky lawsthe Securities Act. Should the Manager choose to evidence a Membership Interest certificate, The Seller understands that each certificate for the shares of Purchase Price Shares issued to the Seller or to any subsequent transferee shall be signed by stamped or otherwise imprinted with the Manager. A legend noting set forth below summarizing the restrictions on described in this Section 5.3 and that XNY shall refuse to transfer shall also be placed conspicuously on the face of all certificates substantially Purchase Price Shares except in accordance with the followingsuch restrictions: THE INTERESTS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWSLAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT IN COMPLIANCE WITH (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR “BLUE SKY” LAWS (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ON DELIVERY APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY OF A WRITTEN AN OPINION OF COUNSEL, WHICH COUNSEL ACCEPTABLE AND OPINION ARE REASONABLY SATISFACTORY TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME THAT SUCH SECURITIES MAY BE AMENDED FROM TIME TO TIMEOFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONS, AND ALL REGISTRATION REQUIREMENTS OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREINSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. A COPY ANY ATTEMPT TO TRANSFER OR SELL SUCH SECURITY IN VIOLATION OF SUCH AGREEMENT WILL THESE RESTRICTIONS SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUESTVOID.

Securities Laws Compliance. The offering Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act") or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale in violation of the Membership Interests constitutes registration provisions of the sale Securities Act; except for the transfer of “securities” exempt from registration under Federal Rule 506(cthe Warrant to one or more wholly-owned subsidiaries of FINOVA Mezzanine Capital Inc., which subsidiary(s) and certain State exemptions to registration under applicable Blue-Sky laws. Should the Manager choose to evidence a Membership Interest certificate, each certificate shall be signed by an "accredited investor," as defined in Rule 501(a) under the ManagerSecurities Act, this Warrant may not be sold or otherwise transferred without (i) an effective registration statement for such Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Xxxxxxx, Xxxxxx, Xxxx, Xxxxxxx & Manner, P.C. is acceptable counsel). A legend noting Transfer of the restrictions on transfer Shares issued upon the exercise of this Warrant shall also be placed conspicuously on restricted in the face of all same manner and to the same extent as the Warrant and the certificates representing such Shares shall bear substantially in accordance with the followingfollowing legend: THE INTERESTS SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR UNDER ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, LAW AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR “BLUE SKY” LAWS AND ON DELIVERY TO (II) IN THE COMPANY OF A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIMEREGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws, PURSUANT TO THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONSincluding, AND ALL OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUEST.if requested, completing and executing a representation letter in the form attached hereto as Annex C.

Securities Laws Compliance. The offering of the Membership Interests constitutes the sale of “securities” exempt from registration under Federal Rule 506(c) and certain State exemptions to registration under applicable Blue-Sky laws. Should the Manager trustee choose to evidence a Membership Interest certificate, each certificate shall be signed by the Managertrustee. A legend noting the restrictions on transfer shall also be placed conspicuously on the face of all certificates substantially in accordance with the following: THE INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS, AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS AND ON DELIVERY TO THE COMPANY trust OF A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY DELAWARE STATUTORY TRUST OPERATING AGREEMENT OF THE COMPANYtrust, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONS, AND ALL OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY trust TO THE HOLDER HEREOF ON WRITTEN REQUEST.

Securities Laws Compliance. The offering Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act") or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale in violation of the Membership Interests constitutes registration provisions of the sale Securities Act; [except for the transfer of “securities” exempt from registration under Federal Rule 506(cthe Warrant to one or more wholly-owned subsidiaries of Sirrom Capital Corporation, which subsidiary(s) and certain State exemptions to registration under applicable Blue-Sky laws. Should the Manager choose to evidence a Membership Interest certificate, each certificate shall be signed by an "accredited investor," as defined in Rule 501(a) under the ManagerSecurities Act], this Warrant may not be sold or otherwise transferred without (i) an effective registration statement for such Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that [Xxxxxxxx & Xxx, PLC] is acceptable counsel). A legend noting Transfer of the restrictions on transfer Shares issued upon the exercise of this Warrant shall also be placed conspicuously on restricted in the face of all same manner and to the same extent as the Warrant and the certificates representing such Shares shall bear substantially in accordance with the followingfollowing legend: THE INTERESTS SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR UNDER ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, LAW AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR “BLUE SKY” LAWS AND ON DELIVERY TO (II) IN THE COMPANY OF A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO THE TERMS OF WHICH THE TRANSFER OF REGISTRATION UNDER SUCH INTEREST ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS RESTRICTEDNOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONS, AND ALL OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUESTThe Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws.

Securities Laws Compliance. The offering Such Seller is aware that the offer or sale of the Membership Interests constitutes Purchase Price Shares to the sale of Sellers has not been registered under the Securities Act, or under any state securities law. Such Seller understands that the Purchase Price Shares will be characterized as “restricted securities” exempt under United States federal and state securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such Seller agrees that such Seller will not sell all or any portion of the Purchase Price Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under Federal Rule 506(c) and certain State exemptions to registration under applicable Blue-Sky lawsthe Securities Act. Should the Manager choose to evidence a Membership Interest certificate, Such Seller understands that each certificate for the shares of Purchase Price Shares issued to such Seller or to any subsequent transferee shall be signed by stamped or otherwise imprinted with the Manager. A legend noting set forth below summarizing the restrictions on described in this Section 5.3 and that FFHL shall refuse to transfer shall also be placed conspicuously on the face of all certificates substantially Purchase Price Shares except in accordance with the followingsuch restrictions: THE INTERESTS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWSLAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT IN COMPLIANCE WITH (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR “BLUE SKY” LAWS (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ON DELIVERY APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY OF A WRITTEN AN OPINION OF COUNSEL, WHICH COUNSEL ACCEPTABLE AND OPINION ARE REASONABLY SATISFACTORY TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME THAT SUCH SECURITIES MAY BE AMENDED FROM TIME TO TIMEOFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONS, AND ALL REGISTRATION REQUIREMENTS OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREINSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. A COPY ANY ATTEMPT TO TRANSFER OR SELL SUCH SECURITY IN VIOLATION OF SUCH AGREEMENT WILL THESE RESTRICTIONS SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUESTVOID.

Securities Laws Compliance. The offering Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act") or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale in violation of the Membership Interests constitutes registration provisions of the sale Securities Act; except for the transfer of “securities” exempt from registration under Federal Rule 506(cthe Warrant to one or more wholly-owned subsidiaries of FINOVA Mezzanine Capital Inc., which subsidiary(s) and certain State exemptions to registration under applicable Blue-Sky laws. Should the Manager choose to evidence a Membership Interest certificate, each certificate shall be signed by an "accredited investor," as defined in Rule 501(a) under the ManagerSecurities Act, this Warrant may not be sold or otherwise transferred without (i) an effective registration statement for such Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Xxxxxxx, Xxxxxx, Xxxx, Xxxxxxx & Manner, PC is acceptable counsel). A legend noting Transfer of the restrictions on transfer Shares issued upon the exercise of this Warrant shall also be placed conspicuously on restricted in the face of all same manner and to the same extent as the Warrant and the certificates representing such Shares shall bear substantially in accordance with the followingfollowing legend: THE INTERESTS SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR UNDER ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, LAW AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR “BLUE SKY” LAWS AND ON DELIVERY TO (II) IN THE COMPANY OF A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIMEREGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws, PURSUANT TO THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONSincluding, AND ALL OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUEST.if requested, completing and executing a representation letter in the form attached hereto as Annex C.

Securities Laws Compliance. The offering Such Seller is aware that the offer or sale of the Membership Interests constitutes Purchase Price Shares to such Seller has not been registered under the sale of Securities Act, or under any state securities law. Such Seller understands that the Purchase Price Shares will be characterized as “restricted securities” exempt under United States federal and state securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such Seller agrees that such Seller will not sell all or any portion of the Purchase Price Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under Federal Rule 506(c) and certain State exemptions to registration under applicable Blue-Sky lawsthe Securities Act. Should the Manager choose to evidence a Membership Interest certificate, Such Seller understands that each certificate for the shares of Purchase Price Shares issued to the Sellers or to any subsequent transferee shall be signed by stamped or otherwise imprinted with the Manager. A legend noting set forth below summarizing the restrictions on described in this Section 5.3 and that FFHL shall refuse to transfer shall also be placed conspicuously on the face of all certificates substantially Purchase Price Shares except in accordance with the followingsuch restrictions: THE INTERESTS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWSLAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, DONATED, DELIVERED ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT IN COMPLIANCE WITH (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR “BLUE SKY” LAWS (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ON DELIVERY APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY OF A WRITTEN AN OPINION OF COUNSEL, WHICH COUNSEL ACCEPTABLE AND OPINION ARE REASONABLY SATISFACTORY TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME THAT SUCH SECURITIES MAY BE AMENDED FROM TIME TO TIMEOFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONS, AND ALL REGISTRATION REQUIREMENTS OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREINSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. A COPY ANY ATTEMPT TO TRANSFER OR SELL SUCH SECURITY IN VIOLATION OF SUCH AGREEMENT WILL THESE RESTRICTIONS SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUESTVOID.