Common use of Legend on Share Certificates Clause in Contracts

Legend on Share Certificates. The share certificates, if issued, evidencing the Buyer Shares shall bear a legend substantially similar to the following: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT SUCH OTHER APPLICABLE LAWS.”

Legend on Share Certificates. The share certificatesPurchasers agree to the imprinting, if issuedso long as is required by this Section 4.1, evidencing the Buyer Shares shall bear of a legend substantially similar to on any of the followingcertificates representing the shares of Common Stock or Warrants or Shares in the following form: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF AS EVIDENCED BY A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY ACCEPTABLE TO IT THE CORPORATION. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH OTHER APPLICABLE LAWSSECURITIES.”

Legend on Share Certificates. The share certificates(a) In addition to any other legend that may be required, if issued, evidencing the Buyer Shares each certificate for Registrable Securities that is issued to Sodexho shall bear a legend in substantially similar to the followingfollowing form: “"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAW. NO TRANSFER OR OTHER JURISDICTION. THE SALE OF THESE SECURITIES OR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM MADE WITHOUT SUCH REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, QUALIFICATION UNLESS THE COMPANY HAS RECEIVED ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO IT THE ISSUER STATING THAT SUCH TRANSACTION TRANSFER OR SALE DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE LAW. THE SECURITIES ACT SUCH OTHER APPLICABLE LAWSEVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO RESTRICTIONS AS SET FORTH IN THE STOCKHOLDER AGREEMENT DATED AS OF MARCH 27, 1998, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM SODEXHO MARRIOTT SERVICES, INC. AND ANY SUCCESSOR THERETO.”"

Legend on Share Certificates. The share certificates, if issued, Standby Purchaser consents to the placement of a legend on any certificate or other document evidencing the Buyer New Shares shall bear a legend substantially similar as set forth below, that such New Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the following: “restrictions on transferability and sale thereof contained in this Agreement. The Standby Purchaser is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the New Shares. THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR UNDER ANY BLUE SKY” OR STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. AND THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED RESOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION AS PERMITTED UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL AND APPLICABLE STATE SECURITIES LAWS AND PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY IN FORM AND SUBSTANCE SATISFACTORY TO IT THE ISSUER TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES ACT SUCH OTHER APPLICABLE LAWS.”

Legend on Share Certificates. The share certificates, if issued, evidencing the Buyer Shares shall bear a legend substantially similar to the following: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, REGISTRATION UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT SUCH OTHER APPLICABLE LAWS.”

Legend on Share Certificates. The share certificates, if issued, Lender consents to the placement of a legend on any certificate or other document evidencing the Buyer Shares shall bear a legend issued pursuant to this Agreement substantially similar as set forth below, that such Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and setting forth or referring to the following: “restrictions on transferability and sale thereof contained in this Agreement. The Lender is aware that the Borrower will make a notation in its appropriate records with respect to the restrictions on the transferability of the Shares. THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR UNDER ANY BLUE SKY” OR STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. AND THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED RESOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION AS PERMITTED UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL AND APPLICABLE STATE SECURITIES LAWS AND PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY IN FORM AND SUBSTANCE SATISFACTORY TO IT THE ISSUER TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES ACT SUCH OTHER APPLICABLE LAWS.”

Legend on Share Certificates. (a) The share certificates, if issued, evidencing certificates representing the Buyer Shares Share Equivalents shall bear a legend substantially similar to include an endorsement typed conspicuously thereon of the followingfollowing legend: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE UNDER STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE THESE SECURITIES MAY NOT BE OFFERED, SOLDRESOLD, PLEDGEDASSIGNED, TRANSFERRED PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION 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 OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES ACTREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF AN AMENDED AND RESTATED MAJOR STOCKHOLDERS’ AGREEMENT DATED AS OF JUNE 23, IN EACH CASE 2015 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT SUCH OTHER APPLICABLE LAWSAGREEMENT.”

Legend on Share Certificates. The share certificates, if issued, Lender consents to the placement of a legend on any certificate or other document evidencing the Buyer Shares shall bear a legend issued pursuant to this Agreement substantially similar as set forth below, that such Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities or “blue sky” laws and setting forth or referring to the following: “restrictions on transferability and sale thereof contained in this Agreement. The Lender is aware that the Borrower will make a notation in its appropriate records with respect to the restrictions on the transferability of the Shares. THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR UNDER ANY “BLUE SKY” OR STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. AND THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED RESOLD EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION AS PERMITTED UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL AND APPLICABLE STATE SECURITIES LAWS AND PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY IN FORM AND SUBSTANCE SATISFACTORY TO IT THE ISSUER TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES ACT SUCH OTHER APPLICABLE LAWS.”

Legend on Share Certificates. The All share certificates issued by the Company (including existing certificates, if issued, evidencing ) shall have typed or otherwise written thereon the Buyer Shares shall bear a legend substantially similar to the followingfollowing legend: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR AN OPINION OF COUNSEL REASONABLY OR OTHER EVIDENCE, SATISFACTORY TO IT THE COMPANY, THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER REQUIRED. THE SECURITIES ACT SUCH OTHER APPLICABLE LAWSSHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT DATED AS OF ________ __, 20__ AMONG THE COMPANY AND ITS SHAREHOLDERS, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SHARES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN.”

Legend on Share Certificates. The share certificates, if issued, evidencing Each certificate or replacement certificate representing any Shares issued after the Buyer Shares date hereof and prior to an IPO shall bear be endorsed by the Company with a legend reading substantially similar to the followingas follows: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE UNDER ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES THEY MAY NOT BE OFFERED, SOLD, PLEDGEDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO AN EXEMPTION FROM REGISTRATION THE SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT. THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT BY AND BETWEEN THE MEMBER, THE COMPANY AND CERTAIN HOLDERS OF SHARES OF THE COMPANY. A COPY OF SUCH OTHER APPLICABLE LAWSAGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.”

Legend on Share Certificates. The share certificates(a) In addition to any other legend that may be required, if issued, evidencing the Buyer each certificate for Shares shall bear a legend in substantially similar to the followingfollowing form: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES "1933 ACT”), ") OR THE UNDER ANY STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY AND SHALL NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT HYPOTHECATED UNTIL EITHER (1I) PURSUANT TO AN EXEMPTION FROM A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER THE SECURITIES 1933 ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL AND APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS OR (II) THE COMPANY HAS RECEIVED RECEIVES AN OPINION OF COUNSEL REASONABLY TO THE COMPANY OR OTHER COUNSEL TO THE HOLDER OF SUCH SHARES, WHICH OPINION IS SATISFACTORY TO IT THE COMPANY AND ITS COUNSEL, THAT SUCH TRANSACTION DOES NOT REQUIRE SHARES MAY BE SOLD, ASSIGNED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES ACT SUCH OTHER APPLICABLE LAWS. THESE SHARES MAY BE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER PURSUANT TO THE SHAREHOLDERS' AGREEMENT DATED [THE CLOSING DATE], A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICES OF THE COMPANY.”

Legend on Share Certificates. (a) The share certificates, if issued, evidencing certificates representing the Buyer Shares Share Equivalents shall bear a legend substantially similar to include an endorsement typed conspicuously thereon of the followingfollowing legend: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE UNDER STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE THESE SECURITIES MAY NOT BE OFFERED, SOLDRESOLD, PLEDGEDASSIGNED, TRANSFERRED PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION 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 OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES ACTREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF AN AMENDED AND RESTATED MAJOR STOCKHOLDERS’ AGREEMENT DATED AS OF [●], IN EACH CASE 2015 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT SUCH OTHER APPLICABLE LAWSAGREEMENT.”

Legend on Share Certificates. The share certificatesIn addition to any legends required by Applicable Law, if issued, evidencing each certificate representing the Buyer Shares of the Company now owned or that may hereafter be acquired by the Stockholders shall bear a legend substantially similar to in the followingfollowing form: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT AMONG THE COMPANY AND ITS STOCKHOLDERS (A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, GIFT, PLEDGE, ENCUMBRANCE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THEREUNDER. THE SECURITIES ACT OR (2) PURSUANT HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO AN EFFECTIVE REGISTRATION STATEMENT UNDER BE BOUND BY ALL OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS PROVISIONS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT SUCH OTHER APPLICABLE LAWSSTOCKHOLDERS’ AGREEMENT.”