Common use of Transfer Legend Clause in Contracts

Transfer Legend. Each certificate representing (i) the Warrant Shares or (ii) any other securities issued in respect to the Warrant Shares, upon any stock split, stock dividend, capital reorganization, merger, consolidation or similar event, shall (unless such securities have been qualified for distribution and resale under applicable securities laws) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under any applicable securities laws and pursuant to the Shareholders’ Agreement unless, in the opinion of counsel for the Holder thereof (which counsel shall be satisfactory to the Corporation, acting reasonably, the legend is no longer required by law): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE SOLD, OFFERRED FOR SALE OR OTHERWISE TRANSFERRED UNLESS (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) IN A TRANSACTION THAT IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) AUGUST 16, 2007 AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

Transfer Legend. Each certificate representing for Shares (i) the Warrant Shares or (ii) if issued), including each certificate issued to any other securities issued in respect to the Warrant Shares, upon any stock split, stock dividend, capital reorganization, merger, consolidation or similar eventtransferee, shall (unless such securities have been qualified for distribution and resale under applicable securities laws) be stamped or otherwise imprinted with a conspicuous legend in substantially in the following form (in addition to any other legend required under any by applicable securities laws and pursuant to the Shareholders’ Agreement unlesslaw), unless in the opinion of counsel for the Holder thereof Corporation such legend (which counsel or any portion thereof) shall be satisfactory to the Corporation, acting reasonably, the legend is no longer required by law): THESE SECURITIES be required: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHOUT SUCH REGISTRATION OR QUALIFICATION, UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF LA QUINTA PROPERTIES, INC. (THE “SECURITIES ACTLA QUINTA PROPERTIES”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES AND MAY NOT BE SOLD, OFFERRED FOR SALE ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS DISPOSED OF, WHETHER BY MERGER, CONSOLIDATION OR OTHERWISE BY OPERATION OF LAW, EXCEPT IN COMPLIANCE THEREWITH.” “EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF THE SHARES REPRESENTED BY THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT NO PORTION OF THE ASSETS USED BY SUCH PURCHASER OR TRANSFEREE TO ACQUIRE AND HOLD SUCH SHARES CONSTITUTE THE ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” (IAS DEFINED IN SECTION 3(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER OF THE SECURITIES EMPLOYEE RETIREMENT INCOME SECURITY ACT OR OF 1974, AS AMENDED (II“ERISA”)) IN A TRANSACTION THAT IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS TITLE I OF ERISA OR ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE SECURITIES ACT AND INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR “SIMILAR LAW” (DEFINED AS ANY APPLICABLE STATE SECURITIES LAW. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATIONFEDERAL, THE HOLDER STATE, LOCAL, NON-U.S. OR OTHER LAW OR REGULATION THAT CONTAINS ONE OR MORE PROVISIONS THAT ARE (X) SIMILAR TO ANY OF THE SECURITIES REPRESENTED HEREBY AND FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS CONTAINED IN TITLE I OF ERISA OR SECTION 4975 OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) AUGUST 16, 2007 CODE AND (iiY) SIMILAR TO THE DATE PROVISIONS OF THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE DEPARTMENT OF LABOR REGULATIONS CODIFIED AT 29 C.F.R. SECTION 2510.3-101 OR TERRITORYWOULD OTHERWISE PROVIDE THAT THE ASSETS OF LA QUINTA PROPERTIES COULD BE DEEMED TO INCLUDE “PLAN ASSETS” UNDER SUCH LAW OR REGULATION).”

Transfer Legend. Each certificate representing (i) That he, she or it hereby acknowledges and agrees that the following legend may be placed upon any counterpart of this Subscription Agreement, the Note, the Warrant, the shares of Common Stock issuable upon conversion of the Note or exercise of the Warrant Shares or (ii) any other securities issued in respect to document or instrument evidencing ownership of the Warrant Shares, upon any stock split, stock dividend, capital reorganization, merger, consolidation or similar event, shall (unless such securities have been qualified for distribution and resale under applicable securities laws) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under any applicable securities laws and pursuant to the Shareholders’ Agreement unless, in the opinion of counsel for the Holder thereof (which counsel shall be satisfactory to the Corporation, acting reasonably, the legend is no longer required by law): THESE SECURITIES Purchased Units: THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT") OR APPLICABLE SALE, SECURITIES ACT”), OR UNDER "BLUE SKY" LAWS AND THE SECURITIES LAWS TRANSFERABILITY OF ANY STATE OR OTHER JURISDICTIONSUCH UNITS IS RESTRICTED. THESE SECURITIES SUCH UNITS MAY NOT BE SOLD, OFFERRED FOR SALE PLEDGED ASSIGNED, OR OTHERWISE TRANSFERRED TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED BY THE ISSUER AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS (I) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS OR (II) IN A TRANSACTION THAT IS EXEMPT AN EXEMPTION FROM OR NOT SUBJECT SUCH REGISTRATION AND QUALIFICATION SHALL BE AVAILABLE UNDER THE ACT AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL IS NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) AUGUST 16, 2007 AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORYREQUIRED.

Transfer Legend. Each certificate representing (i) the Warrant Shares That he, she or (ii) any other securities issued in respect to the Warrant Shares, upon any stock split, stock dividend, capital reorganization, merger, consolidation or similar event, shall (unless such securities have been qualified for distribution it hereby acknowledges and resale under applicable securities laws) be stamped or otherwise imprinted with a legend substantially in agrees that the following form (in addition to any legend required under any applicable securities laws and pursuant to may be placed upon the Shareholders’ Agreement unless, in shares of the opinion of counsel for the Holder thereof (which counsel shall be satisfactory to the Corporation, acting reasonably, the legend is no longer required by law): THESE SECURITIES HAVE Purchased Common Stock: “THIS COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR APPLICABLE SALE, SECURITIES OR UNDER “BLUE SKY” LAWS AND THE SECURITIES LAWS TRANSFERABILITY OF ANY STATE OR OTHER JURISDICTIONSUCH COMMON STOCK IS RESTRICTED. THESE SECURITIES SUCH COMMON STOCK MAY NOT BE SOLD, OFFERRED FOR SALE PLEDGED ASSIGNED, OR OTHERWISE TRANSFERRED TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED BY THE COMPANY AS HAVING ACQUIRED ANY SUCH COMMON STOCK FOR ANY PURPOSES, UNLESS (I) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH COMMON STOCK SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS OR (II) IN A TRANSACTION THAT IS EXEMPT AN EXEMPTION FROM OR NOT SUBJECT TO THE SUCH REGISTRATION REQUIREMENTS OF AND QUALIFICATION SHALL BE AVAILABLE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATIONSUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL SATISFACTORY TO THE HOLDER OF THE SECURITIES REPRESENTED HEREBY COMPANY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL ITS COUNSEL THAT SUCH REGISTRATION IS NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) AUGUST 16, 2007 AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORYREQUIRED.”

Transfer Legend. Each certificate representing (i) this Warrant, (ii) the Warrant Shares or Shares, (iiiii) any other securities issued in respect to of the Warrant Shares, upon any stock splitStock Split, stock dividend, capital reorganization, merger, consolidation or similar event, shall (unless such securities have been qualified for distribution and resale under applicable securities laws) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under any applicable securities laws and pursuant to the Shareholders’ Agreement unless, in the opinion of counsel for the Holder thereof (which counsel shall be satisfactory to the Corporation, acting reasonably, the legend is no longer required by lawlaws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE SOLD, OFFERRED FOR SALE OR OTHERWISE TRANSFERRED UNLESS (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) IN A TRANSACTION THAT IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL NOT TRADE THE SUCH SECURITIES BEFORE THE DATE THAT IS 4 FOUR MONTHS AND A DAY AFTER THE LATER OF (iI) AUGUST 16[THE DISTRIBUTION DATE], 2007 AND (iiII) THE DATE THE ISSUER CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SUBSCRIPTION AGREEMENT, DATED AS OF o , BY AND AMONG THE CORPORATION AND THE INVESTORS REFERRED TO THEREIN (THE "SUBSCRIPTION AGREEMENT") AND THE HOLDER OF THE CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL APPLICABLE PROVISIONS OF THE SUBSCRIPTION AGREEMENT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, DATED AS OF o , BY AND AMONG THE CORPORATION AND THE INVESTORS (THE "REGISTRATION RIGHTS AGREEMENT") AND THE HOLDER OF THE CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL APPLICABLE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT. NO TRANSFER OF THIS WARRANT SHALL BE MADE WITHOUT COMPLYING WITH THE PROVISIONS OF THIS WARRANT."

Transfer Legend. Each certificate representing (i) this Warrant, (ii) the Warrant Shares or Shares, (iiiii) any other securities issued in respect to of the Warrant Shares, upon any stock splitStock Split, stock dividend, capital reorganization, merger, consolidation or similar event, shall (unless such securities have been qualified for distribution and resale under applicable securities laws) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under any applicable securities laws and pursuant to the Shareholders’ Agreement unless, in the opinion of counsel for the Holder thereof (which counsel shall be satisfactory to the Corporation, acting reasonably, the legend is no longer required by law' Agreement): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE SOLD, OFFERRED FOR SALE OR OTHERWISE TRANSFERRED UNLESS (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) IN A TRANSACTION THAT IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW. "UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL NOT TRADE THE SUCH SECURITIES BEFORE THE DATE THAT IS 4 FOUR MONTHS AND A DAY AFTER THE LATER OF (iI) AUGUST 16[THE DISTRIBUTION DATE], 2007 AND (iiII) THE DATE THE ISSUER CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A SUBSCRIPTION AGREEMENT, DATED AS OF SEPTEMBER 21, 2006 , BY AND AMONG THE CORPORATION AND THE INVESTORS REFERRED TO THEREIN (THE "SUBSCRIPTION AGREEMENT") AND THE HOLDER OF THE CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL APPLICABLE PROVISIONS OF THE SUBSCRIPTION AGREEMENT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, DATED AS OF-, BY AND AMONG THE CORPORATION AND THE INVESTORS (THE "REGISTRATION RIGHTS AGREEMENT") AND THE HOLDER OF THE CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL APPLICABLE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT. NO TRANSFER OF THIS WARRANT SHALL BE MADE WITHOUT COMPLYING WITH THE PROVISIONS OF THIS WARRANT."

Transfer Legend. Each certificate representing (i) the Warrant Shares or (ii) any other securities issued in respect to the Warrant Shares, upon any stock split, stock dividend, capital reorganization, merger, consolidation or similar event, shall (unless such securities have been qualified for distribution and resale under applicable securities laws) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under any applicable securities laws and pursuant to the Shareholders’ Agreement unless, in the opinion of counsel for the Holder thereof (which counsel shall be satisfactory to the Corporation, acting reasonably), the legend is no longer required by law): : THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE SOLD, OFFERRED FOR SALE OR OTHERWISE TRANSFERRED UNLESS (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) IN A TRANSACTION THAT IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) AUGUST 16JANUARY l, 2007 2008 AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.