Common use of Legend on Share Certificates Clause in Contracts

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF , 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.

Legend on Share Certificates. (a) The certificates Each certificate representing the Restricted any Investor Shares or Other Shares shall include an endorsement typed conspicuously thereon of be endorsed by the following legendCompany with a legend reading substantially as follows: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES THEY MAY NOT BE RESOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT BE CONDUCTED REQUIRED OR UNLESS IN COMPLIANCE WITH SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED STOCK PURCHASE AGREEMENT, VOTING AGREEMENT, AND INVESTORS’ RIGHTS AGREEMENT, AS OF , 2006 (AS EACH MAY BE AMENDED FROM TIME TO TIME) TIME (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY WITHOUT COST UPON WRITTEN REQUEST), AND MAY NOT BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE VOTEDDEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID STOCK PURCHASE AGREEMENT, SOLDVOTING AGREEMENT, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AND INVESTORS’ RIGHTS AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.”

Legend on Share Certificates. (a) The All certificates representing Shares and Warrants now or hereafter held by a Stockholder will be endorsed with a legend reading as follows until such time as the Restricted Shares shall include an endorsement typed conspicuously thereon or Warrants represented by such certificates no longer are subject to the provisions of the following legendthis Agreement: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES AND MAY NOT BE RESOLD SOLD, TRANSFERRED OR TRANSFERRED OTHERWISE DISPOSED OF UNLESS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH PROPOSED DISPOSITION IS EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REGISTRATION. "THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A AN AGREEMENT AMONG STOCKHOLDERS AGREEMENT DATED AS OF JUNE 1, 2006 (AS 1999 TO WHICH THE COMPANY IS A PARTY. A COPY OF SUCH AGREEMENT MAY BE AMENDED FROM TIME OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED THE CORPORATE SECRETARY OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTTHE COMPANY.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request " Upon execution of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3. (b) All any certificates for Securities representing Restricted Shares hereafter issuedpresently held by the Stockholders shall be surrendered to the Company, whether upon transfer or original issue, and such certificates shall be endorsed with a like legendsuch legend and returned to the appropriate Stockholder.

Legend on Share Certificates. All share certificates issued by the Company (aincluding existing certificates) The certificates representing the Restricted Shares shall include an endorsement have typed conspicuously or otherwise written thereon of the following legendlegends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES LAWS AND MAY NOT BE RESOLD SOLD, TRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR EXEMPT FROM REGISTRATION QUALIFIED UNDER SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH OR THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF , 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH AGREEMENTSALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTS.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.

Legend on Share Certificates. All shares of Parent Common Stock issued pursuant to this Section 1.13 shall bear a legend (aand Parent will make a notation on its transfer books to such effect) The certificates representing prominently printed thereon or the Restricted Shares shall include an endorsement typed conspicuously thereon substance of which will otherwise be reflected on the books and records of the following legendtransfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD SOLD OR TRANSFERRED UNLESS REGISTERED OTHERWISE DISPOSED OF, IN WHOLE OR EXEMPT FROM IN PART, OTHER THAN PURSUANT TO REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWSOR IN CONFORMITY WITH THE LIMITATIONS OF RULE 144 OR OTHER EXEMPTION AS THEN IN EFFECT, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES WITHOUT FIRST OBTAINING, IF REASONABLY REQUIRED BY THE COMPANY, (I) A WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, WHICH MAY BE COUNSEL TO THE COMPANY, TO THE EFFECT THAT THE CONTEMPLATED SALE OR OTHER DISPOSITION WILL NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH VIOLATION OF SAID ACT, OR (II) A ‘NO-ACTION’ OR INTERPRETATIVE LETTER FROM THE STAFF OF THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT AND EXCHANGE COMMISSION TO THE TERMS EFFECT THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF A STOCKHOLDERS AGREEMENT DATED AS OF , 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED THE CONTEMPLATED SALE OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTOTHER DISPOSITION.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.”

Legend on Share Certificates. Each certificate for the Shares (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon and any other securities issued in respect of the Shares) shall be stamped or otherwise imprinted with a legend in substantially the following legendform: “THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF , 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTEDOFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE UNLESS THE HOLDER SHALL HAVE FIRST FURNISHED THE COMPANY WITH INFORMATION AS TO THE PROPOSED DISPOSITION AND, IF REASONABLY REQUESTED BY THE COMPANY, OBTAINED AN OPINION OF COUNSEL THAT SUCH AGREEMENTDISPOSITION MAY BE MADE WITHOUT REGISTRATION OF THE SECURITIES UNDER SUCH ACT.” In " The legend shall be removed by the event Company upon delivery to it of an opinion of counsel in form and substance satisfactory to the Company that any a registration statement under the Securities shall cease Act is at the time in effect with respect to the legended security or that such security can be Restricted Sharesfreely transferred without such registration statement being in effect. (Remainder of page intentionally left blank) The foregoing agreement is hereby executed as of the date first above written. INTERACTIVE NETWORK, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ---------------------------- Title: President ---------------------------- TCI DEVELOPMENT CORPORATION, INC. By: /s/ ---------------------------- Title: ---------------------------- /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ EXHIBIT A --------- Attached hereto as Appendix I are excerpts from the Company's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 1992, filed with the Securities and Exchange Commission. Attached hereto as Appendix II is an excerpt from the Company's Prospectus dated November 6, 1991. Attached hereto as Appendix III is Section 7.6 of the Gannett Purchase Agreement. The excerpts contained in the foregoing Appendices describe all material agreements with respect to the Company's Intellectual Property. As of the date hereof, the provisions excerpted in Appendix III have not resulted in any definitive agreements between the Company shalland Gannett. In addition, upon the written request attached hereto as Appendix IV is a list of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3Company's patents and its trademark and service ▇▇▇▇ registrations and applications. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.APPENDIX I ---------- LICENSING AGREEMENTS

Legend on Share Certificates. (a) The certificates Each certificate or replacement certificate representing any Shares issued after the Restricted Shares date hereof and prior to an IPO shall include an endorsement typed conspicuously thereon of be endorsed by the following legendCompany with a legend reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER STATE ANY OTHER APPLICABLE SECURITIES LAWS. THESE SECURITIES THEY MAY NOT BE RESOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM HYPOTHECATED IN THE ABSENCE OF A REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS STATEMENT IN COMPLIANCE EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF 1933COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT. THE SALE, AS AMENDED. IN ADDITIONPLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS SHAREHOLDERS AGREEMENT DATED AS BY AND BETWEEN THE MEMBER, THE COMPANY AND CERTAIN HOLDERS OF , 2006 (AS SHARES OF THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE AMENDED FROM TIME OBTAINED UPON WRITTEN REQUEST TO TIMETHE COMPANY.” (i) AND MAY NOT BE VOTEDThe Company, SOLDby its execution of this Agreement, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In agrees that it will cause the event that any Securities shall cease certificates evidencing the Shares issued after the date hereof to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of bear the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in 4.5 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Shares upon written request from such holder to the Company shall, upon at its principal office. The Parties to this Agreement do hereby agree that the request of failure to cause the holder thereof, issue certificates evidencing the Shares to such holder a new certificate representing such Share Equivalents without the second paragraph of bear the legend required by this Section 6.34.5 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.

Legend on Share Certificates. (a) The certificates representing the Restricted Shares Share Equivalents shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OFFERED, RESOLD, ASSIGNED, TRANSFERRED PLEDGED OR TRANSFERRED HYPOTHECATED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS STOCKHOLDERS’ AGREEMENT DATED AS OF APRIL 30, 2006 2012 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Share Equivalents shall cease to be Restricted Sharesbecome freely tradable under the securities Laws, the Company Parent shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.35.3. In the event that any Securities Share Equivalents shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company Parent shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.35.3. (b) All certificates for Securities representing Restricted Shares Share Equivalents hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend. (c) Each Key Individual agrees, immediately upon receipt of the stock certificate(s) evidencing the Share Equivalents, to deliver such certificate(s) to the Secretary of the Parent or other designee of the Parent (the “Escrow Holder”), who is hereby appointed to hold such certificate(s) in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. The Parent agrees to provide such Key Individual with a photocopy of such stock certificate(s) upon such Key Individual’s request. The Key Individual and the Parent agree that the Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless the Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement.

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF MARCH 10, 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.

Legend on Share Certificates. (a) The All share certificates representing of the Restricted Shares Company issued in physical form to any of the Shareholders thereof, shall include an endorsement typed conspicuously thereon of bear the following legend, as well as any other legends required under any Applicable Law: “THESE SHARES ARE SUBJECT TO THE SECURITIES REPRESENTED TERMS AND CONDITIONS OF THE AGREEMENT DATED 22 JANUARY 2024 BY THIS AND AMONG THE SHAREHOLDERS OF THE COMPANY (AS AMENDED) AND ITS CERTIFICATE OF INCORPORATION AND BYLAWS. A COPY OF SUCH AGREEMENT IS ON FILE AT THE REGISTERED OFFICES OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION OF THESE SHARES IS SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING CERTAIN RESTRICTIONS ON TRANSFERABILITY) OF THE AGREEMENT AND SUCH SHARES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH. ANY ATTEMPT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF THESE SHARES OTHER THAN IN COMPLIANCE WITH THE AGREEMENT SHALL BE NULL AND VOID. IN ADDITION, THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “SECURITIES ACT”) OR UNDER WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH OTHER JURISDICTION OF THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF , 2006 (AS MAY BE AMENDED FROM TIME TO TIME) UNITED STATES AND MAY NOT BE VOTEDOFFERED, SOLD, TRANSFERRED PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED WITHIN THE UNITED STATES EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” In the event that any Securities shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.”

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A MANAGEMENT STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 29, 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Share Equivalents shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3. (b) All certificates for Securities Share Equivalents representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend. (c) Each Senior Manager agrees, immediately upon receipt of the stock certificate(s) evidencing the Restricted Shares, to deliver such certificate(s) to the Secretary of the Company or other designee of the Company (the “Escrow Holder”), who is hereby appointed to hold such certificate(s) in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. The Company agrees to provide such Senior Manager with a photocopy of such stock certificate(s) upon such Senior Manager’s request. The Senior Manager and the Company agree that the Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless the Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement.

Legend on Share Certificates. (a) The certificates representing the Restricted In addition to any other legend that may be required, each certificate for Shares shall include an endorsement typed conspicuously thereon of bear a legend in substantially the following legendform: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "1933 ACT") OR UNDER ANY STATE SECURITIES LAWS AND SHALL NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED UNTIL EITHER (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL TO THE HOLDER OF SUCH SHARES, WHICH OPINION IS SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH SHARES MAY BE SOLD, ASSIGNED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES SHARES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER PURSUANT TO THE TERMS OF A STOCKHOLDERS SHAREHOLDERS' AGREEMENT DATED AS [THE CLOSING DATE], A COPY OF , 2006 WHICH IS AVAILABLE FOR REVIEW AT THE OFFICES OF THE COMPANY. (AS MAY BE AMENDED FROM TIME TO TIMEb) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that If any Securities Shares shall cease to be Restricted Sharessubject to the restrictions referred to in the first sentence of the legend required by Section 2.2(a), the Company shall, upon the written request of the holder thereof and the receipt of any appropriate legal opinions, issue to such holder a new certificate evidencing such Shares without the first sentence of the legend required by section 2.2 (a) endorsed thereon. If any Shares cease to be subject to any restrictions on transfer set forth in this Agreement, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing evidencing such Share Equivalents Shares without the first paragraph second sentence of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.32.2(a) endorsed thereon. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A MANAGEMENT STOCKHOLDERS AGREEMENT DATED AS OF MARCH 7, 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Share Equivalents shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3. (b) All certificates for Securities Share Equivalents representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend. (c) Each Management Investor agrees, immediately upon receipt of the stock certificate(s) evidencing the Restricted Shares, to deliver such certificate(s) to the Secretary of the Company or other designee of the Company (the “Escrow Holder”), who is hereby appointed to hold such certificate(s) in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. The Company agrees to provide such Management Investor with a photocopy of such stock certificate(s) upon such Management Investor’s request. The Management Investor and the Company agree that the Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless the Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this Agreement. The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement.

Legend on Share Certificates. (a) The certificates Each certificate representing the Restricted any Shares shall include an endorsement typed conspicuously thereon of the following legendbe endorsed by Acquiror with a legend reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF VOTING AGREEMENT, 2006 (AS MAY BE AMENDED FROM TIME TO TIME) , (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND MAY NOT BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE VOTEDDEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTINCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” In Acquiror, by its execution of this Agreement, agrees that it will cause the event that any Securities shall cease certificates evidencing the Shares to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of bear the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in 4 of this Agreement, the Company shalland it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Shares upon the written request of the holder thereof, issue to from such holder a new certificate representing such Share Equivalents without to Acquiror at its principal office. The parties to this Agreement do hereby agree that the second paragraph of failure to cause the certificates evidencing the Shares to bear the legend required by this Section 6.3. (b) All certificates for Securities representing Restricted Shares hereafter issued4 herein and/or the failure of Acquiror to supply, whether upon transfer free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or original issueenforcement of this Agreement. Notwithstanding anything to the contrary in the foregoing, the legend set forth in this Section 4 shall be endorsed removed by Acquiror from (i) each certificate following the Expiration Time and (ii) any certificate issued pursuant to a bona fide purchaser who purchases Shares from Parent or a Transferee through a broker transaction on the Nasdaq Global Market with a like legendcounter party purchaser anonymous to Parent or Transferee, as applicable, and its affiliates and other representatives, or as otherwise consented to by Acquiror (an “Exempt Transfer”).

Legend on Share Certificates. (a) The Each certificate representing any shares of the Company’s capital stock subject to this Agreement, and any certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon shares of the following legendCompany’s capital stock which may be issued in the future to Existing Shareholders or to the Purchaser and transfers of shares for which an Adoption Agreement is required by the terms of Section 5.03, shall be endorsed by the Company with a legend reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS A VOTING AGREEMENT (A COPY OF A STOCKHOLDERS AGREEMENT DATED AS OF , 2006 (AS WHICH MAY BE AMENDED OBTAINED UPON WRITTEN REQUEST FROM TIME THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO TIME) AGREE TO AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED SHALL BECOME BOUND BY ALL THE PROVISIONS OF EXCEPT IN ACCORDANCE WITH SUCH SAID VOTING AGREEMENT.” 7. Article V, Section 5.03 is hereby amended by adding the following clause at the end of such Section: This Agreement, and the rights and obligations of the Existing Shareholders hereunder, shall be transferred to all Persons, other than Exempt Transferees (as defined below), to which Shareholder Shares are transferred in accordance with this Agreement by an Existing Shareholder and, notwithstanding anything to the contrary in this Agreement, no transfer of Shareholder Shares (other than any acquisition of such shares by the Purchaser) by any Existing Shareholder other than to an Exempt Transferee shall be effective unless the transferee shall have executed and delivered an Adoption Agreement substantially in the form attached hereto as Exhibit A. For purposes of this Agreement, an “Exempt Transferee” In is any purchaser of Shareholder Shares that is not a Related Party of the event transferor and purchases the Shareholder Shares in an open-market transaction through a FINRA-registered broker-dealer. A “Related Party” is any Affiliate of the transferor, any officer, director, employee or Affiliate of the Company or any of its subsidiaries, any individual that is related by blood, marriage or adoption to any Securities shall cease to be Restricted Sharesof the foregoing individuals or any entity in which any such Persons owns any beneficial interest. 8. Except as expressly amended hereby, the Company shall, upon the written request terms and provisions of the holder thereofAgreement remain in full force and effect in all respects, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required and are expressly incorporated by reference in this Section 6.3Amendment. In the event that any Securities shall cease to be subject to of a conflict between the restrictions on transfer set forth in terms of this Amendment and the Agreement, the Company shall, upon the request terms of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3Amendment will prevail. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer 9. A facsimile or original issue, electronic copy of any counterpart of this Amendment with a signature of a Party hereto shall be endorsed with a like legendgiven the same legal effect as the original.

Legend on Share Certificates. (a) The certificates representing the Restricted Shares Share Equivalents shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OFFERED, RESOLD, ASSIGNED, TRANSFERRED PLEDGED OR TRANSFERRED HYPOTHECATED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS MAJOR STOCKHOLDERS’ AGREEMENT DATED AS OF APRIL 30, 2006 2012 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Share Equivalents shall cease to be Restricted Sharesbecome freely tradable under the securities Laws, the Company Parent shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.36.4. In the event that any Securities Share Equivalents shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company Parent shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.36.4. (b) All certificates for Securities representing Restricted Shares Share Equivalents hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.

Legend on Share Certificates. (a) The certificates representing the Restricted Shares shall include an endorsement typed conspicuously thereon of the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF MAY 31, 2006 2007 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Securities Share Equivalents shall cease to be Restricted Shares, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.35.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.35.3. (b) All certificates for Securities Share Equivalents representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.

Legend on Share Certificates. (a) The certificates Each certificate representing any Company Securities issued after the Restricted Shares date hereof shall include an endorsement typed conspicuously thereon of be endorsed by the following legendCompany with a legend reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF AN AMENDED AND RESTATED SHAREHOLDERS’ AGREEEMT, 2006 (AS MAY BE FURTHER AMENDED FROM TIME TO TIME) , A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY, AND MAY NOT BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE VOTEDDEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, SOLDINCLUDING CERTAIN RESTRICTIONS ON, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTAND OTHER PROVISIONS RELATING TO, TRANSFER AND OWNERSHIP SET FORTH THEREIN.” In The Company, by its execution of this Agreement, agrees that it will cause the event that any Securities shall cease to be Restricted Shares, certificates evidencing the Company shall, upon Securities issued after the written request of the holder thereof, issue date hereof to such holder a new certificate representing such Share Equivalents without the first paragraph of bear the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in 7.13 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Company Securities upon written request from such holder to the Company shall, upon at its principal office. The parties to this Agreement do hereby agree that the request of failure to cause the holder thereof, issue certificates evidencing the Company Securities to such holder a new certificate representing such Share Equivalents without the second paragraph of bear the legend required by this Section 6.37.13 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement. (b) All certificates for Securities representing Restricted Shares hereafter issued, whether upon transfer or original issue, shall be endorsed with a like legend.