Perhaps a Private Placement legally requires that the shares have the restriction?  Also - if the purchase of shares is to include helping the company get off the ground, then buying shares over the counter in the market does little/nothing to help  -  after all, if the company does not get operational, then all the shares you purchase in the open market won't be worth anything.

Many of us bought shares from the company at 50% more than the market price (.05 vs. .033) because the company needed money to get off the ground.