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Restrictions on Shares
The Common Shares issued at IPO have not been registered under the US Securities Act of 1933 (the “US Securities Act”) and are ‘‘restricted securities’’ as defined in Rule 144 promulgated under the US Securities Act. A purchaser of Common Shares may not offer, sell, pledge or otherwise transfer Common Shares in the United States to, or for the account or benefit of, any “US Person” (as defined in the US Securities Act), except pursuant to an effective registration statement under the US Securities Act, or in certain transactions specified in Regulation S under the US Securities Act. The certificates evidencing the Common Shares will bear a legend to the following effect, unless Aqua Bounty determines otherwise in compliance with applicable law.
‘‘THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘US SECURITIES ACT’’) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IF SUCH TRANSFER IS EFFECTED (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.’’
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