Common use of Securities Law Matters Clause in Contracts

Securities Law Matters. The Officer acknowledges receipt of advice from the Company that (i) the Units have not been registered under the Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Units, (iii) the Units must be held indefinitely and the Officer must continue to bear the economic risk of the investment in the Units unless the Units are subsequently registered under the Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Act (“Rule 144”) is not presently available with respect to the sales of the Units, and the Company has made no covenant to make Rule 144 available, (v) when and if the Units may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with its financing arrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of the Securityholders’ Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Units.

Securities Law Matters. The Officer Purchaser acknowledges receipt of advice from the Company Holding that (i) the Units Shares have not been registered under the Securities Act based on an exemption provided under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the UnitsShares, (iii) the Units Shares must be held indefinitely and the Officer Purchaser must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of the UnitsShares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Units Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of such Rule, this Agreement, the Plan, this Stockholders Agreement and the Securityholders’ Registration Rights Agreement, (vi) the Company Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or in connection with its financing arrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Shares and (ix) a notation shall be made in the appropriate records of the Company Holding indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 2.1 of the Securityholders’ Stockholders Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Grantee acknowledges receipt of advice from the Company that (i) the Units Option Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “blue sky” or non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the UnitsOption Shares, (iii) the Units Option Shares must be held indefinitely and the Officer Grantee must continue to bear the economic risk of the investment in the Units Option Shares unless the Units Option Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Act (“Rule 144”) is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to the Grantee to make Rule 144 available, (v) when and if the Units Option Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with its financing arrangementsavailable, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Option Shares may be difficult to effect because of the absence of public information concerning the Company and a public market for securities of the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Option Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Option Shares are subject to restrictions on transfer set forth in Article 3 this Agreement and Section 5.03 of the Securityholders’ Management Shareholders Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsOption Shares.

Securities Law Matters. The Officer Purchaser acknowledges receipt of advice from the Company that (i) the Units Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the UnitsShares, (iii) the Units Shares must be held indefinitely and the Officer Purchaser must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Units, Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, if the Plan, this Agreement and Purchaser is deemed to be an “affiliate” of the Securityholders’ AgreementCompany within the meaning of Rule 144, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with by the terms of its financing arrangementsagreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of the Securityholders’ this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Employee acknowledges receipt of advice from the Company Holding that (i) the Units Shares have not been registered under the Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the UnitsShares, (iii) the Units Shares must be held indefinitely and the Officer Employee must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Act (“Rule 144”) is not presently available with respect to the sales of the UnitsShares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Units Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of such Rule, the Plan, this Agreement, the Stockholders Agreement and the Securityholders’ Registration Rights Agreement, (vi) the Company Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or in connection with its financing arrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Shares and (ix) a notation shall be made in the appropriate records of the Company Holding indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 2.1 of the Securityholders’ Stockholders Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Grantee acknowledges receipt of advice from the Company that (i) the Units Option Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “blue sky” or non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the UnitsOption Shares, (iii) the Units Option Shares must be held indefinitely and the Officer Grantee must continue to bear the economic risk of the investment in the Units Option Shares unless the Units Option Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Act (“Rule 144”) is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to the Grantee to make Rule 144 available, (v) when and if the Units Option Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with its financing arrangementsavailable, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Option Shares may be difficult to effect because of the absence of public information concerning the Company and a public market for securities of the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Option Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Option Shares are subject to restrictions on transfer set forth in Article 3 this Agreement and Section 5.03 of the Securityholders’ Board Member Shareholders Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsOption Shares.

Securities Law Matters. The Officer Purchaser acknowledges receipt of ---------------------- advice from the Company that (i) the Units Shares have not been registered under the - Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not -- anticipated that there will be any public market for the UnitsShares, (iii) the Units --- Shares must be held indefinitely and the Officer Purchaser must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Act (“"Rule 144”") is not -- presently available with respect to the sales of any securities of the Units, Company and the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Units - Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with its financing arrangements, (vii) if the exemption afforded by Rule 144 is not -- available, sales public sale of the Units may be difficult to effect because Shares without registration will require the availability of an exemption under the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Act and (ixvii) a notation shall be made in --- the appropriate records of the Company indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 this Agreement and Section 5.03 of the Securityholders’ Stockholders Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Purchaser acknowledges receipt of advice from the Company Holding that (i) the Units Shares have not been registered under the Securities Act based on an exemption provided under Rule 701 promulgated under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the UnitsShares, (iii) the Units Shares must be held indefinitely and the Officer Purchaser must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of the UnitsShares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Units Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or in connection with by the terms of its financing arrangementsFinancing Agreements (as hereinafter defined), (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Shares and (ix) a notation shall be made in the appropriate records of the Company Holding indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of the Securityholders’ this Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Purchaser acknowledges receipt of advice from the Company Holding that (i) the Units Shares have not been registered under the Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the UnitsShares, (iii) the Units Shares must be held indefinitely and the Officer Purchaser must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Act (“Rule 144”) is not presently available with respect to the sales of the UnitsShares, and the Company Holding has made no covenant to make Rule 144 available, (v) when and if the Units Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of such Rule, the Plan, this Agreement, the Stockholders Agreement and the Securityholders’ Registration Rights Agreement, (vi) the Company Holding does not plan to file reports with the Commission or make public information concerning the Company Holding available unless required to do so by law or in connection with its financing arrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Shares may be difficult to effect because of the absence of public information concerning the CompanyHolding, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Shares and (ix) a notation shall be made in the appropriate records of the Company Holding indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 2.1 of the Securityholders’ Stockholders Agreement and, if the Company Holding should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Participant acknowledges receipt of advice from the Company that (i) the Units Exercise Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the UnitsExercise Shares, (iii) the Units Exercise Shares must be held indefinitely and the Officer Participant must continue to bear the economic risk of the investment in the Units Exercise Shares unless the Units Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of the Units, Exercise Shares and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with its financing arrangementslaw, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Exercise Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Exercise Shares, and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Exercise Shares are subject to restrictions on transfer set forth in Article 3 the Subscription Agreement and Section 5.03 of the Securityholders’ Investor Shareholders Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsExercise Shares.

Securities Law Matters. The Officer Participant acknowledges receipt of advice from the Company that (i) the Units Series F Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the UnitsSeries F Shares, (iii) the Units Series F Shares must be held indefinitely and the Officer Participant must continue to bear the economic risk of the investment in the Units Series F Shares unless the Units Series F Shares are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Series F Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreementrule, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company publicly available unless required to do so by law or in connection with its financing arrangementsagreement, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Series F Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend legends in the form heretofore set forth shall be placed on the certificates representing the Units Series F Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Series F Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of this Agreement (including, but not limited to, the Securityholders’ Securityholders Agreement as incorporated by reference herein) and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsSeries F Shares.

Securities Law Matters. The Officer Purchaser acknowledges receipt of advice from the Company that (i) the Units Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the UnitsShares, (iii) the Units Shares must be held indefinitely and the Officer Purchaser must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company publicly available unless required to do so by law or in connection with the terms of its financing arrangementsagreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of the Securityholders’ this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Purchaser acknowledges receipt of advice from the Company that (i) the Units Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the UnitsShares, (iii) the Units Shares must be held indefinitely and the Officer Purchaser must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreementrule, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company publicly available unless required to do so by law or in connection with by the terms of its financing arrangementsFinancing Agreements (as defined below), (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of this Agreement (including, but not limited to, the Securityholders’ Agreement Plan as incorporated by reference herein) and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Grantee acknowledges receipt of advice from the Company that (i) the Units have Option has not been registered under the Securities Act or qualified under any state or foreign securities or “"blue sky laws" and, upon exercise of the Option, (i) the Exercise Shares will not be registered under the Securities Act or qualified under any state securities or "blue sky” " laws, (ii) it is not anticipated that there will be any public market for the Units, (iii) the Units Exercise Shares must be held indefinitely and the Officer Grantee must continue to bear the economic risk of the investment in the Units Exercise Shares unless the Units such Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from such registration is available, (iii) it is not anticipated there will be any public market for the Exercise Shares, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of any securities of the Units, and the Company has made no covenant to make Rule 144 availableCompany, (v) when and if the Units Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with its financing arrangements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Exercise Shares may be difficult to effect because of the absence of public information concerning the Company, (viiivii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Exercise Shares and (ixviii) a notation shall be made in the appropriate records of the Company indicating that the Units Exercise Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of the Securityholders’ Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsExercise Shares.

Securities Law Matters. The Officer Grantee acknowledges receipt of advice from the Company that (i) the Units Exercise Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “blue sky” or non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the UnitsExercise Shares, (iii) the Units Exercise Shares must be held indefinitely and the Officer Grantee must continue to bear the economic risk of the investment in the Units Exercise Shares unless the Units Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Act (“Rule 144”) is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with the terms of its financing arrangementsFinancing Agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Exercise Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Exercise Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Exercise Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of the Securityholders’ this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsExercise Shares.

Securities Law Matters. The Officer Grantee acknowledges receipt of advice from the Company that (i) the Units have Exercise Shares will not been be registered under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the UnitsExercise Shares, (iii) the Units Exercise Shares must be held indefinitely and the Officer Grantee must continue to bear the economic risk of the investment in the Units Exercise Shares unless the Units Exercise Shares are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with its financing arrangementspublicly available, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Exercise Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Exercise Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Exercise Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of the Securityholders’ this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsExercise Shares.

Securities Law Matters. The Officer Grantee acknowledges receipt of advice from the Company that (i) the Units Exercise Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “"blue sky” " or non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the UnitsExercise Shares, (iii) the Units Exercise Shares must be held indefinitely and the Officer Grantee must continue to bear the economic risk of the investment in the Units Exercise Shares unless the Units Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Act (“Rule 144”) is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with the terms of its financing arrangementsFinancing Agreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Exercise Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Exercise Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Exercise Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of the Securityholders’ this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsExercise Shares.

Securities Law Matters. The Officer Director acknowledges receipt of advice from the Company that (i) the Units Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the UnitsShares, (iii) the Units Shares must be held indefinitely and the Officer Director must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule "RULE 144”") is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company publicly available unless required to do so by law or in connection with the terms of its financing arrangementsagreements, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of the Securityholders’ this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Purchaser acknowledges receipt of advice from the Company that (i) the Units Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not anticipated that there will be any public market for the UnitsShares, (iii) the Units Shares must be held indefinitely and the Officer Purchaser must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, 4 22 (iv) Rule 144 promulgated under the Securities Act (“"Rule 144”") is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with its financing arrangementspublicly available, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of the Securityholders’ this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Each Purchaser acknowledges receipt of ---------------------- advice from the Company that (i) the Units Shares have not been registered under the - Act or qualified under any state or foreign securities or “"blue sky” " laws, (ii) it is not -- anticipated that there will be any public market for the UnitsShares, (iii) the Units --- Shares must be held indefinitely and the Officer such Purchaser must continue to bear the economic risk of the investment in the Units Shares unless the Units Shares are subsequently registered under the Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Act (“"Rule 144”") is not -- presently available with respect to the sales of any securities of the Units, Company and the Company has made no covenant to make Rule 144 availableavailable and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Units - Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreement, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company available unless required to do so by law or in connection with its financing arrangements, (vii) if the exemption afforded by Rule 144 is not -- available, sales public sale of the Units may be difficult to effect because Shares without registration will require the availability of an exemption under the absence of public information concerning the Company, (viii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Units Act and (ixvii) a notation shall be made in --- the appropriate records of the Company indicating that the Units Shares are subject to restrictions on transfer set forth in Article 3 this Agreement and Section 5.03 of the Securityholders’ Agreement Stockholders Agreement, as the same shall be amended from time to time, and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions instructions will be issued to such transfer agent with respect to the UnitsShares.

Securities Law Matters. The Officer Participant acknowledges receipt of advice from the Company that (i) the Units Series E Shares have not been registered under the Securities Act or qualified under any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the UnitsSeries E Shares, (iii) the Units Series E Shares must be held indefinitely and the Officer Participant must continue to bear the economic risk of the investment in the Units Series E Shares unless the Units Series E Shares are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to the sales of securities of the Units, Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Units Series E Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such Rule, the Plan, this Agreement and the Securityholders’ Agreementrule, (vi) the Company does not plan to file reports with the Commission or make public information concerning the Company publicly available unless required to do so by law or in connection with its financing arrangementsagreement, (vii) if the exemption afforded by Rule 144 is not available, sales of the Units Series E Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend legends in the form heretofore set forth shall be placed on the certificates representing the Units Series E Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Units Series E Shares are subject to restrictions on transfer set forth in Article 3 and Section 5.03 of this Agreement (including, but not limited to, the Securityholders’ Securityholders Agreement as incorporated by reference herein) and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the UnitsSeries E Shares.