The Santa Clara California Legend on a Stock Certificate with Reference to Separate Document Restricting Transfer of Shares refers to a special provision included on a stock certificate issued in Santa Clara, California. This legend signifies that there is a separate document in place that restricts the transfer of shares associated with the stock certificate. The purpose of such a legend is to notify potential buyers or transferees of the limitations placed on the stock's transferability. These restrictions may be imposed by various agreements or contracts, such as shareholder agreements, voting agreements, stock option agreements, or any other legally binding documents governing the stock's ownership. By adding the Santa Clara California Legend on the stock certificate, it serves as a clear indication that the transfer of shares must comply with the provisions outlined in the separate document. This legend acts as a cautionary measure, ensuring that anyone look to acquire or transfer the shares is aware of the potential restrictions involved. Different variations or types of Santa Clara California Legends on Stock Certificates may include: 1. Voting Agreement Restriction: This type of legend may indicate that the transfer of shares is restricted or subject to specific voting agreements. It ensures that the shares can only be transferred with the consent or in accordance with the provisions of the voting agreement. 2. Shareholder Agreement Restriction: This legend may highlight that the transfer of shares is subject to the terms and conditions outlined in a shareholder agreement. It stipulates that the shares can only be transferred after fulfilling the requirements of the agreement. 3. Stock Option Agreement Restriction: This type of legend may indicate that the transfer of shares is limited due to the existence of stock option agreements. It ensures that the shares can only be transferred after considering any applicable stock options or restrictions associated with them. 4. Lock-Up Agreement Restriction: This legend may signify that the transfer of shares is restricted as per a lock-up agreement. It prevents the immediate sale or transfer of shares for a specified period, typically after an initial public offering (IPO) or other significant events. These different types of Santa Clara California Legends on Stock Certificates with Reference to Separate Document Restricting Transfer of Shares serve to safeguard the interests of the company and shareholders by ensuring compliance with specific contractual obligations and agreements.