Common use of Legends on Certificates Clause in Contracts

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Purchased or Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Purchased or Lock-Up Shares shall bear the following legendsRESTRICTED CONTROL STOCK or similar legend and the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All LockLeak-Up out Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such LockLeak-Up out Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCKLEAK-UP OUT AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now 3.1 During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be instrument representing Corporation Securities subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates or instruments representing Corporation Securities that shall hereafter be issued and that are subject to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE STOCKHOLDERS AGREEMENT DATED ON OR ABOUT APRIL 30, 2021, BY AND AMONG THE CORPORATION AND THE OTHER PARTIES THERETO, AS THE SAME MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENTAMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. UPON WRITTEN REQUEST, A COPY OF WHICH MAY SUCH CONDITIONS WILL BE EXAMINED AT FURNISHED BY THE OFFICE OF CORPORATION TO THE CORPORATIONHOLDER HEREOF WITHOUT CHARGE.”

Legends on Certificates. All Lock-Up Shares now 3.1 During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be instrument representing Corporation Securities subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates or instruments representing Corporation Securities that shall hereafter be issued and that are subject to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED ON OR ABOUT APRIL 5, 2022, BY AND AMONG THE CORPORATION AND THE OTHER PARTIES THERETO, AS THE SAME MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENTAMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. UPON WRITTEN REQUEST, A COPY OF WHICH MAY SUCH CONDITIONS WILL BE EXAMINED AT FURNISHED BY THE OFFICE OF CORPORATION TO THE CORPORATIONHOLDER HEREOF WITHOUT CHARGE.”

Legends on Certificates. All Purchased or Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Purchased or Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up (a) Each Stockholder shall ------------------------ hold in certificate form all Shares now or hereafter owned by the such Stockholder, except any shares purchased in open market transactions . Each certificate evidencing Shares issued to or beneficially owned by Stockholders a person that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegend: "THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A STOCKHOLDERS AGREEMENT, DATED AS OF AUGUST 21, 1998, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH. IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE “ACT”), BOOKS OF THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY PURSUANT TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM THE REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION REQUIREMENTS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATIONSUCH ACT."

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing Agreement, regardless of whether such Lock-Up Shares shall bear a legend to this effect, and to the following legends: extent that any certificates representing Lock-Up Shares are issued during the Lock-Up Period, such Lock-Up Shares may, as determined in the Company’s sole discretion, bear legends as follows (or in substantially similar form): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up certificates representing the Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject issued to the provisions of this Agreement and the certificates representing such Lock-Up Shares Grantees shall bear have endorsed in writing, stamped or printed, thereon the following legendslegend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD, ASSIGNED, PLEDGED SOLD OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN APPLICABLE EXEMPTION TO THE CORPORATION RECEIVES AN OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO IT, SUCH ACT OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLESUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION TRANSFER OF THE SHARES ANY SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER LIMITED BY THE PROVISIONS OF THE AMENDED AND RESTATED RESTRICTED BY SHARE GRANT AND MAY BE MADE ONLY IN ACCORDANCE WITH SHAREHOLDERS' AGREEMENT DATED AS OF JULY 7, 2003 AMONG FOREST MERGER CORP., LENDING TREE INC., INTERACTIVECORP AND THE TERMS OF A LOCK-UP AGREEMENTGRANTEES IDENTIFIED THEREIN, A COPY OF WHICH MAY BE EXAMINED IS ON FILE AT THE EXECUTIVE OFFICE OF THE CORPORATIONINTERACTIVECORP."

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMONG CERTAIN INDIVIDUALS AND PERSONS REFERRED TO IN SUCH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up the Shares shall bear have endorsed in writing, stamped or printed, thereon the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD, ASSIGNED, PLEDGED SOLD OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN APPLICABLE EXEMPTION TO THE CORPORATION RECEIVES AN OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO IT, SUCH ACT OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLESUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION TRANSFER OF THE SHARES ANY SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER LIMITED BY THE PROVISIONS OF THE RESTRICTED BY SHARE GRANT AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS STOCKHOLDER’S AGREEMENT DATED AS OF A LOCK-UP AGREEMENTAUGUST , 2008 AMONG LENDINGTREE HOLDINGS CORP., IAC/INTERACTIVECORP AND XXXXXXX X. XXXXX, A COPY OF WHICH MAY BE EXAMINED IS ON FILE AT THE EXECUTIVE OFFICE OF THE CORPORATIONLENDINGTREE HOLDINGS CORP.”

Legends on Certificates. All Lock-Up certificates, if any, representing the Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject issued to the provisions of this Agreement and the certificates representing such Lock-Up Shares Stockholder shall bear have endorsed in writing, stamped or printed, thereon the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWSLAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THEY THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND MAY NOT BE SOLD, ASSIGNEDEXCHANGED, PLEDGED TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION DISPOSED OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY EXCEPT IN ACCORDANCE WITH THE TERMS PROVISIONS OF A LOCK-UP AGREEMENTTHE STOCKHOLDERS AGREEMENT DATED AS OF MAY 11, 2007 AMONG FRONT LINE MANAGEMENT GROUP, INC., IAC/INTERACTIVECORP AND THE AZOFF FAMILY TRUST OF 1997, A COPY OF WHICH MAY BE EXAMINED IS ON FILE AT THE OFFICE EXECUTIVE OFFICES OF THE CORPORATIONFRONT LINE MANAGEMENT GROUP.”

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: Safety Quick Lighting and Fans Corp. Lock up Leak out Agreement 3 of 6 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be other instrument representing Interests subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates representing Interests that shall hereafter be issued and which are subject to this Agreement: "THE SECURITIES INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS." "THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES INTERESTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF [____________], 2005, BY AND MAY BE MADE ONLY IN ACCORDANCE WITH AMONG THE TERMS MEMBERS OF A LOCK-UP AGREEMENT, NEXTWAVE WIRELESS LLC. A COPY OF WHICH SUCH AGREEMENT MAY BE EXAMINED OBTAINED FROM NEXTWAVE WIRELESS AT THE OFFICE OF THE CORPORATIONITS PRINCIPAL EXECUTIVE OFFICES."

Legends on Certificates. All Lock-Up Acquired Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement Agreement, regardless of whether such Acquired Shares bear a legend to this effect, and to the extent that any certificates representing such Acquired Shares are issued during the Lock-Up Period, such Acquired Shares shall may, as determined in the Company’s sole discretion, bear the following legends: legends as follows (or in substantially similar form): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares Any and all certificates now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up issued evidencing Employee Shares shall bear the following legendshave endorsed upon them a legend substantially as follows: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”), OR ") AND NEITHER THE SHARES NOR ANY STATE SECURITIES LAWS. THEY INTEREST THEREIN MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER DISPOSED OF IN THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS ABSENCE OF SUCH REGISTRATION OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THE ISSUER PRIOR TO THE PROPOSED TRANSACTION THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLENOT REQUIRED. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT DATED AS OF JANUARY __, 1996 (A COPY OF WHICH IS RESTRICTED ON FILE WITH THE SECRETARY OF THE ISSUER) WHICH PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RIGHTS OF PURCHASE OF SUCH SHARES BY TORAY INDUSTRIES, INC., AN AFFILIATE OF THE ISSUER, AND CERTAIN RESTRICTIONS ON TRANSFER THEREOF. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE MADE ONLY IN ACCORDANCE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR DISPOSITION COMPLIES WITH THE TERMS OF A LOCK-UP SAID AGREEMENT, A COPY INCLUDING WITHOUT LIMITATION THE REQUIREMENT THAT PERMITTED TRANSFEREES EXECUTE AN AGREEMENT PROVIDING THAT THE TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.SAID

Legends on Certificates. All Lock-Up (a) Each Stockholder shall ------------------------ hold in certificate form all Shares now or hereafter owned by the such Stockholder, except any shares purchased in open market transactions . Each certificate evidencing Shares issued to or beneficially owned by Stockholders a person that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegend: "THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A STOCKHOLDERS AGREEMENT, DATED AS OF [ ], 1998, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH. IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE “ACT”), BOOKS OF THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY PURSUANT TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM THE REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION REQUIREMENTS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATIONSUCH ACT."

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. . THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY MA Y BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be other instrument representing Interests subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates representing Interests that shall hereafter be issued and which are subject to this Agreement: "THE SECURITIES INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS." "THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES INTERESTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF [____________], 2005, BY AND AMONG THE MEMBERS OF NEXTWAVE WIRELESS LLC. A COPY OF SUCH AGREEMENT MAY BE MADE ONLY IN ACCORDANCE WITH OBTAINED FROM NEXTWAVE WIRELESS AT ITS PRINCIPAL EXECUTIVE OFFICES. ANY TRANSFEREE OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE SHALL BE DEEMED TO AGREE TO BE BOUND BY THE TERMS OF A LOCK-UP THE AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION."

Legends on Certificates. All Lock-Up Shares now During the term of this Agreement, each certificate or hereafter owned by other document representing Capital Stock shall contain upon its face or upon the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject reverse side thereof a legend to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendseffect: THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. THEY SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNEDDELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER HYPOTHECATED IN THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS ABSENCE OF SUCH REGISTRATION OR UNLESS THE CORPORATION RECEIVES OF AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THE CORPORATION AND COUNSEL FOR THE CORPORATION TO THE EFFECT THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLENOT REQUIRED. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION SHARES OF THE SHARES STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (THE "STOCKHOLDERS AGREEMENT") DATED AS OF MAY 29, 2001 BY AND MAY BE MADE ONLY IN ACCORDANCE WITH AMONG THE TERMS OF A LOCK-UP AGREEMENTCORPORATION AND THE OTHER PARTIES SET FORTH ON THE SIGNATURE PAGES THERETO, A COPY OF WHICH MAY BE EXAMINED AT THE STOCKHOLDERS AGREEMENT BEING ON FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION. Each Investor hereby covenants and agrees that to the extent the certificates for shares of Capital Stock of the Corporation held by it do not contain the foregoing legends, such Investor shall promptly surrender each such certificate to the Corporation for the placement of such legends thereon. Each Investor further consents to the Corporation making a notation on its records and giving instructions to any transfer agent of the Capital Stock in order to implement the restrictions on transfer established in this Agreement.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the StockholderShareholder, except any shares purchased in open market transactions by Stockholders Shareholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by Each certificate representing Excalibur Common Stock issued pursuant to this Agreement shall bear legends in the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates form set forth below. Excalibur shall issue certificates without the first of such legends upon (as such term is defined under securities lawsi) expiration of the Companyapplicable holding period then in effect under Rule 144 under the Securities Act of 1933, as amended, or (ii) transfer of such shares pursuant to a registration statement, whichever occurs first; and shall be subject to issue certificates without the provisions second of this such legends upon expiration of the applicable period of the Resale Agreement and which is Exhibit 8.3(c) hereto (the certificates representing such Lock-Up Shares shall bear the following legends: "Resale Agreement"). TRANSFER OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR UNDER ANY SECURITIES OR SIMILAR LAWS OF ANY STATE. THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY SHARES MAY NOT BE SOLD, ASSIGNEDOFFERED FOR SALE, PLEDGED PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF, IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS LAWS, OR UNLESS THE CORPORATION RECEIVES AN OPINION SOLD PURSUANT TO RULE 144 OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLESUCH ACT. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREBY IS RESTRICTED BY SUBJECT TO A RESALE AGREEMENT BETWEEN EXCALIBUR TECHNOLOGIES CORPORATION AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENTREGISTERED HOLDER HEREOF, A COPY OF WHICH MAY BE EXAMINED AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE SUCH CORPORATION.

Legends on Certificates. All Lock-Up Shares now Section 4.01. During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be instrument representing Corporation Securities subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all stock certificates representing shares of the Corporation’s capital stock that shall hereafter be issued and which are subject to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE [CERTIFICATE] [WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER [THESE SECURITIES] [THIS WARRANT, SUCH SECURITIES] NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED [CERTIFICATE] [WARRANT] ARE SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE STOCKHOLDERS AGREEMENT DATED AS OF MAY 24, 2004, BY AND MAY BE MADE ONLY IN ACCORDANCE WITH AMONG THE TERMS CORPORATION AND THE STOCKHOLDERS OF A LOCK-UP AGREEMENTTHE CORPORATION. UPON WRITTEN REQUEST, A COPY OF WHICH MAY SUCH CONDITIONS WILL BE EXAMINED AT FURNISHED BY THE OFFICE OF CORPORATION TO THE CORPORATIONHOLDER HEREOF WITHOUT CHARGE.”

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AND REGISTRATION RIGHTS AGREEMENT AMONG CERTAIN INDIVIDUALS AND PERSONS REFERRED TO IN SUCH A LOCK-UP AND REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) The reverse side of each certificate reflecting ownership of the Company, shall be Restricted Shares subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares Restrictions under Section 3 shall bear the following legends: THE SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE GAINSCO, INC. 2005 LONG-TERM INCENTIVE COMPENSATION PLAN AND AN INCENTIVE AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND GAINSCO, INC. A COPY OF THE PLAN AND INCENTIVE AGREEMENT ARE ON FILE IN THE MAIN CORPORATE OFFICE OF GAINSCO, INC. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY AND THUS MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED FOR VALUE DISPOSED OF, UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF 1933, AS AMENDED, OR UNLESS THE CORPORATION RECEIVES AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND AN OPINION OF TO SUCH EFFECT IN FORM AND SUBSTANCE AND FROM COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION COMPENSATION COMMITTEE OF THE SHARES REPRESENTED COMPANY HAS BEEN RECEIVED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATIONSUCH COMMITTEE.

Legends on Certificates. All Lock-Up Shares now 3.1 During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be instrument representing Corporation Securities subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates or instruments representing Corporation Securities that shall hereafter be issued and that are subject to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED. PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED ON OR ABOUT AUGUST 3, 2021, BY AND AMONG THE CORPORATION AND THE OTHER PARTIES THERETO, AS THE SAME MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENTAMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. UPON WRITTEN REQUEST, A COPY OF WHICH MAY SUCH CONDITIONS WILL BE EXAMINED AT FURNISHED BY THE OFFICE OF CORPORATION TO THE CORPORATIONHOLDER HEREOF WITHOUT CHARGE.”

Legends on Certificates. All Lock-Up certificates representing the Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject issued to the provisions of this Agreement and the certificates representing such Lock-Up Shares Grantees shall bear have endorsed in writing, stamped or printed, thereon the following legendslegend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD, ASSIGNED, PLEDGED SOLD OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN APPLICABLE EXEMPTION TO THE CORPORATION RECEIVES AN OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO IT, SUCH ACT OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLESUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION TRANSFER OF THE SHARES ANY SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER LIMITED BY THE PROVISIONS OF THE RESTRICTED BY SHARE GRANT AND MAY BE MADE ONLY IN ACCORDANCE WITH SHAREHOLDERS' AGREEMENT DATED AS OF , 2003 AMONG , USA INTERACTIVE AND THE TERMS OF A LOCK-UP AGREEMENTGRANTEES IDENTIFIED THEREIN, A COPY OF WHICH MAY BE EXAMINED IS ON FILE AT THE EXECUTIVE OFFICE OF THE CORPORATIONUSA INTERACTIVE."

Legends on Certificates. All Lock-Up Shares now During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be other instrument representing Units subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates representing Units that shall hereafter be issued and which are subject to this Agreement: “THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY , AND NEITHER THESE UNITS NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND MAY BE MADE ONLY OTHER CONDITIONS SET FORTH IN ACCORDANCE WITH THE TERMS LIMITED LIABILITY COMPANY AGREEMENT OF A LOCK-UP AGREEMENTINTIMATE BRANDS HOLDING, LLC DATED AS OF JANUARY , 2011. A COPY OF WHICH SUCH AGREEMENT MAY BE EXAMINED OBTAINED FROM INTIMATE BRANDS HOLDING, LLC AT THE OFFICE OF THE CORPORATIONITS PRINCIPAL EXECUTIVE OFFICES.”

Legends on Certificates. All Lock-Up Shares and Sellable Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shares of Company Stock shall bear have endorsed in writing, stamped or printed, thereon the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD, ASSIGNED, PLEDGED SOLD OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN APPLICABLE EXEMPTION TO THE CORPORATION RECEIVES AN OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO IT, SUCH ACT OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLESUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION TRANSFER OF THE SHARES ANY SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER LIMITED BY THE PROVISIONS OF THE RESTRICTED BY STOCK AWARD AGREEMENT AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENTALL APPENDICES AND EXHIBITS THERETO, DATED AS JANUARY 24, 2011 AMONG XXXXXXXXXX.XXX, INC. AND XXXXXX XXXXXXX, A COPY OF WHICH MAY BE EXAMINED IS ON FILE AT THE OFFICE EXECUTIVE OFFICES OF THE CORPORATIONXXXX.XXX, INC.”

Legends on Certificates. All Lock-Up Shares now 4.1 During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be instrument representing Corporation Securities subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all stock certificates representing shares of the Corporation’s capital stock that shall hereafter be issued and which are subject to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE [CERTIFICATE] [WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER [THESE SECURITIES] [THIS WARRANT, SUCH SECURITIES] NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED [CERTIFICATE] [WARRANT] ARE SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER [ ], 2005, BY AND MAY BE MADE ONLY IN ACCORDANCE WITH AMONG THE TERMS CORPORATION AND THE STOCKHOLDERS OF A LOCK-UP AGREEMENTTHE CORPORATION. UPON WRITTEN REQUEST, A COPY OF WHICH MAY SUCH CONDITIONS WILL BE EXAMINED AT FURNISHED BY THE OFFICE OF CORPORATION TO THE CORPORATIONHOLDER HEREOF WITHOUT CHARGE.”

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the StockholderShareholders, except any shares purchased in open market transactions by Stockholders Shareholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the The certificates representing such the Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Unless prohibited by applicable securities laws, the Company shall, without delay, instruct its transfer agent to remove the foregoing legend at the request of the Shareholder made at any time subsequent to six months following the Effective Date. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION. The Company shall, without delay, instruct its transfer agent to remove the foregoing legend at the request of the Shareholder made at any time subsequent to 1 Year Lock-Up Period.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by For the Stockholderperiod under the 1933 Act when the Securities are “restricted securities” as defined in Rule 144 under the 1933 Act, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates each certificate representing such Lock-Up Shares Securities shall bear the following legendslegend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT BEEN REGISTERED A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"1933 ACT”"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THEY IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE CONDUCTED UNLESS THEY IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE REGISTERED AS DEFINED BY REGULATION S UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION1933 ACT.

Legends on Certificates. All Lock-Up representing the Shares. The certificates representing the Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear endorsed with the following legends: “THE SECURITIES REPRESENTED BY THIS COMMON STOCK CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE “SECURITIES ACT”"), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE SECURITIES LAWS. THEY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED FOR VALUE DISPOSED OF UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT AND ANY REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO ITBLUE SKY LAWS, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION THEREFROM IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AND OBLIGATIONS WITH RESPECT TO THE TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION DISTRIBUTION THEREOF AS SET FORTH IN THAT CERTAIN RESTRICTED STOCK GRANT AGREEMENT DATED AS OF [●] WITH THE CORPORATION AND THE TERMS AND CONDITIONS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY 1997 STOCK AWARD AND INCENTIVE PLAN, BOTH OF WHICH MAY BE MADE ONLY IN ACCORDANCE WITH REVIEWED AT THE TERMS PRINCIPAL PLACE OF A LOCK-UP AGREEMENT, BUSINESS OF THE CORPORATION AND A COPY OF WHICH MAY BE EXAMINED AT OBTAINED FROM THE OFFICE OF THE CORPORATIONCORPORATION WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR.” The Grantee agrees that the Company may instruct its transfer agent to impose transfer restrictions on the Shares represented by certificates bearing the legend referred to above to enforce the provisions of this Agreement and the Company agrees to promptly do so.