Transfer Restrictions; Registration Clause Samples

Transfer Restrictions; Registration. Investor understands that the Shares have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Securities Act and applicable state securities laws and may not be sold, transferred, pledged, assigned or otherwise disposed of, in whole or in part, in the absence of an effective registration statement under the Securities Act and any applicable state securities laws, or unless an exemption from such registration is available.