Common use of Legends; Transfer Restrictions Clause in Contracts

Legends; Transfer Restrictions. (a) Such Member acknowledges and agrees that any certificates evidencing the Merger Shares will bear the following legend or one that is substantially similar to the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE HOLDER AND THE CORPORATION DATED APRIL 3, 2015 PROHIBITING THE TRANSFER OF THESE SECURITIES EXCEPT AS PROVIDED THEREIN. A COPY OF SAID AGREEMENT IS ON FILE AT THE CORPORATION’S EXECUTIVE OFFICES.

Legends; Transfer Restrictions. (a) Such Member acknowledges and agrees that any certificates evidencing the Merger Shares will Any Global Warrant shall bear the following legend or one that is substantially similar to (the following legend“Global Warrant Legend”) on the face thereof: “UNLESS THIS GLOBAL WARRANT FOR [CAPPED/UNCAPPED] WARRANTS IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”)*, TO THE SECURITIES ACT INTERPUBLIC GROUP OF 1933COMPANIES, AS AMENDED INC. (THE “SECURITIES ACTCOMPANY”), THE CUSTODIAN OR ANY STATE SECURITIES LAWS. NO ITS AGENT FOR REGISTRATION OF TRANSFER, SALEEXCHANGE, ASSIGNMENTOR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO*. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC* (AND ANY PAYMENT IS MADE TO CEDE & CO.* OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC*), ANY TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. *, HAS AN INTEREST HEREIN. TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL GLOBAL WARRANT FOR THE HOLDER, WHICH OPINION AND COUNSEL [CAPPED/UNCAPPED] WARRANTS SHALL BE REASONABLY SATISFACTORY LIMITED TO THE CORPORATIONTRANSFERS IN WHOLE, AND NOT IN PART, TO THE EFFECT THAT SUCH TRANSFERCOMPANY, SALEDTC*, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE HOLDER THEIR SUCCESSORS AND THE CORPORATION DATED APRIL 3, 2015 PROHIBITING THE TRANSFER OF THESE SECURITIES EXCEPT AS PROVIDED THEREIN. A COPY OF SAID AGREEMENT IS ON FILE AT THE CORPORATION’S EXECUTIVE OFFICESTHEIR RESPECTIVE NOMINEES.”

Legends; Transfer Restrictions. (a) Such Member acknowledges and agrees that Each certificate representing any certificates evidencing the Merger Shares will shall bear the following legend legends (in addition to any other legends required by applicable Legal Requirements, the organizational documents of Acquiror or one that is substantially similar any other applicable Contract to which the following legend: holder of such Shares becomes a party): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY PARENT), IN A FORM REASONABLY ACCEPTABLE TO PARENT, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK¬UP PERIOD IN THE PROVISIONS EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN ASSET ACQUISITION AGREEMENT BETWEEN TRANSFEROR AND PURCHASER AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT ENTERED INTO Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. BY THE HOLDER AND THE CORPORATION DATED APRIL 3, 2015 PROHIBITING THE TRANSFER OF THESE SECURITIES EXCEPT SHARES, PURCHASER AND CERTAIN STOCKHOLDERS OF THE COMPANY, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF TRANSFEROR. SUCH LOCK-UP RESTRICTIONS AND VOTING OBLIGATIONS ARE BINDING ON TRANSFEREES OF THE SHARES. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE SOLD, PLEDGED, DISPOSED OF OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH CERTAIN RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE AS PROVIDED THEREINSET FORTH IN A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY. A COPY OF SAID SUCH AGREEMENT IS ON FILE AT THE CORPORATION’S EXECUTIVE OFFICESPRINCIPAL OFFICE OF ACQUIROR. SUCH RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE ARE BINDING ON TRANSFEREES OF THE SHARES.