Common use of Restricted Stock Clause in Contracts

Restricted Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): 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, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

Restricted Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder Lender understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): 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, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Conversion Shares upon which it is stamped, if (a) such Conversion Shares are sold pursuant to a registration statement under the Securities Act, or (b) such holder delivers to the Company an opinion of counsel, reasonably acceptable to the Company, that a disposition of the Conversion Shares is being made pursuant to an exemption from such registration and that the Shares, after such transfer, shall no longer be “restricted securities” within the meaning of Rule 144.

Restricted Stock. (a) The Conversion URM Common Shares to be issued hereunder pursuant to this Agreement shall not have not been registered with and shall be characterized as “restricted securities” under the United States Securities and Exchange Commissionfederal securities Laws. WLS acknowledges that it will not sell, assign, hypothecate, or with otherwise transfer any rights to, or any interest in, the securities regulatory authority of any state. The Conversion URM Common Shares are subject except (i) pursuant to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted an effective registration statement under the Securities Act Act, or (ii) in any other transaction which, in the opinion of 1933counsel acceptable to URM, as amended (is exempt from registration under the “Securities Act”), or the rules and regulations of the applicable state securities laws, SEC thereunder. Each certificate evidencing URM Common Shares to be issued pursuant to registration thereunder or exemption therefrom. (b) Debt-holder understands that the certificates representing the Conversion Shares hereto shall bear a restrictive legend in substantially substance the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND NEITHER . SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED UNLESS (1) A IN THE ABSENCE OF SUCH REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, LAWS OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, ’S LEGAL COUNSEL THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWSIS NOT REQUIRED.

Restricted Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder Vendor understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): 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, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Conversion Shares upon which it is stamped, if (a) such Conversion Shares are sold pursuant to a registration statement under the Securities Act, or (b) such holder delivers to the Company an opinion of counsel, reasonably acceptable to the Company, that a disposition of the Conversion Shares is being made pursuant to an exemption from such registration and that the Shares, after such transfer, shall no longer be “restricted securities” within the meaning of Rule 144.

Restricted Stock. 1.1 This Warrant and all rights hereunder may not be transferred by the Holder unless (ai) The Conversion the transferee is an Affiliate of the Holder; or (ii) the transferee is a Qualified Institutional Buyer or an Accredited Investor, and, after giving effect to the transfer, the aggregate unpaid principal amount of all Notes then held by the Holder and its Affiliates, exceeds $10,000,000, or (iii) the Company gives its prior written consent to the transfer, which consent will not be unreasonably withheld. 1.2 If, at the time of any transfer or exchange pursuant to Section 1.1 (other than a transfer or exchange not involving a change in the beneficial ownership of this Warrant) of this Warrant or Warrant Shares, such Warrant or Warrant Shares shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer or exchange, that the Holder or transferee of such Warrant or Warrant Shares, as the case may be, furnish to the Company an opinion of counsel reasonably acceptable to the Company or a "no action" or similar letter from the Securities and Exchange Commission to the effect that such transfer or exchange may be made without registration under the Securities Act. In the case of such transfer or exchange, and in the case of an exercise of this Warrant if the Warrant Shares to be issued hereunder have thereupon are not been registered pursuant to the Securities Act, the Company may require a written statement that such Warrant or Warrant Shares, as the case may be, are being acquired for investment and not with a view to the United States Securities and Exchange Commissiondistribution thereof (subject, however, to any requirement of law that the disposition thereof shall at all times be within the control of such Holder or with transferee, as the securities regulatory authority case may be). 1.3 Certificates evidencing Warrant Shares shall, unless at the time of any state. The Conversion exercise such Warrant Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted registered under the Securities Act of 1933Act, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder understands that the certificates representing the Conversion Shares shall bear a restrictive legend substantially in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): THE SECURITIES REPRESENTED BY form: "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWSAMENDED, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE IT HAS BEEN REGISTERED UNDER THE SECURITIES THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWSIS AVAILABLE."

Restricted Stock. 1.1 This Warrant and all rights hereunder may not be transferred by the Holder unless (ai) The Conversion the transferee is an Affiliate of the Holder; or (ii) the transferee is a Qualified Institutional Buyer or an Accredited Investor, and, after giving effect to the transfer, the aggregate unpaid principal amount of all Notes then held by the Holder and its Affiliates, exceeds $10,000,000, or (iii) the Company gives its prior written consent to the transfer, which consent will not be unreasonably withheld. 1.2 If, at the time of any transfer or exchange pursuant to Section 1.1 (other than a transfer or exchange not involving a change in the beneficial ownership of this Warrant) of this Warrant or Warrant Shares, such Warrant or Warrant Shares shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer or exchange, that the Holder or transferee of such Warrant or Warrant Shares, as the case may be, furnish to the Company an opinion of counsel reasonably acceptable to the Company or a "no action" or similar letter from the Securities and Exchange Commission to the effect that such transfer or exchange may be made without registration under the Securities Act. In the case of such transfer or exchange, and in the case of an exercise of this Warrant if the Warrant Shares to be issued hereunder have thereupon are not been registered pursuant to the Securities Act, the Company may require a written statement that such Warrant or Warrant Shares, as the case may be, are being acquired for investment and not with a view to the United States Securities and Exchange Commissiondistribution thereof (subject, however, to any requirement of Law that the disposition thereof shall at all times be within the control of such Holder or with transferee, as the securities regulatory authority case may be). 1.3 Certificates evidencing Warrant Shares shall, unless at the time of any state. The Conversion exercise such Warrant Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted registered under the Securities Act of 1933Act, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder understands that the certificates representing the Conversion Shares shall bear a restrictive legend substantially in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): THE SECURITIES REPRESENTED BY form: "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWSAMENDED, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE IT HAS BEEN REGISTERED UNDER THE SECURITIES THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWSIS AVAILABLE."

Restricted Stock. The transactions contemplated by this Agreement shall qualify as a private placement under Section 4(2) of the Securities Act and the Stock Consideration issued in connection with this Agreement (aand the Warrant Shares issuable upon exercise of the Warrant) The Conversion Shares shall constitute “restricted securities” under the Securities Act. Except as set forth herein, Buyer shall have no obligation to be issued hereunder have not been registered with register such securities under the United States Securities and Exchange Commission, or with the securities regulatory authority of any stateAct. The Conversion Stock Consideration issued in connection with this Agreement (and the Warrant Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and issuable upon exercise of the Warrant) may not be transferred assigned offered, sold, assigned, pledged or resold otherwise transferred, except as permitted following registration of such securities under the Securities Act of 1933, as amended (or in reliance on an exemption from registration under the “Securities Act”), . Any certificates that may be issued representing the Stock Consideration (and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (bWarrant Shares issuable upon exercise of the Warrant) Debt-holder understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or restrictive legend, in addition to any other instruments): applicable legends required under state “blue sky” laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH . THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER REGISTERED OR QUALIFIED PURSUANT TO THE SECURITIES PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BUYER IS OBTAINED BY THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THIS CERTIFICATE STATING THAT SUCH SECURITIES MAY BE OFFEREDOFFER, SOLDSALE, PLEDGEDASSIGNMENT, ASSIGNED PLEDGE OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE TRANSFER IS EXEMPT FROM SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWSQUALIFICATION.

Restricted Stock. (a) The Conversion Shares Seller and each Shareholder hereby acknowledge and agree that all stock of the Buyer issued under this Agreement, if any, to be issued hereunder have not been registered with the United States Securities and Exchange Commission, Seller or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may Shareholder will not be transferred assigned or resold except as permitted registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state and, therefore, cannot be resold, assigned, encumbered or otherwise disposed of unless such shares are subsequently registered under the Securities Act and under the applicable state securities laws, pursuant to laws or an exemption from such registration thereunder or exemption therefrom. (b) Debt-holder understands is available. Seller and each Shareholder further acknowledge and agree that the certificates certificate representing the Conversion Shares shares of Purchaser Common Stock shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, IN A FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT”; Asset Purchase Agreement 14 Buyer shall be under no obligation to remove any such legend unless and until Seller or Shareholder, as the case may be, deliver to Buyer a written legal opinion in form and substance acceptable to Buyer from counsel acceptable to the Buyer, to the effect that such legend may be removed. With a view to making available the benefits of certain rules and regulations of the Securities and Exchange Commission which may at any time permit the sale of the Purchaser Common Stock without registration pursuant to Rule 144 under the Securities Act, Buyer hereby agrees to use reasonable commercial efforts to (i) file with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Buyer under the Securities Act and the Exchange Act of 1934, as amended (ii) to cooperate with Seller or Shareholder, as the case may be, to provide such information regarding the Buyer that is necessary for such opinion to be delivered and (iii) to remove such restrictive legend promptly upon Seller’s or Shareholders’ request, as the case may be, upon compliance with the terms of this Section 2.26.

Restricted Stock. Shares of Common Stock that bear or are required under this Section 1.4(b) of Appendix A to bear the legend set forth in this Section 1.4(b) of Appendix A (a) The Conversion Shares to be and all securities issued hereunder have not been registered with the United States Securities and Exchange Commissionin exchange therefor or substitution thereof, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Securities ActRestricted Stock”)) will be subject to the restrictions on transfer set forth in this Section 1.4(b) of Appendix A (including in the Restricted Stock Legend) and, if the Company so elects, will bear a restricted CUSIP number unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company, and each Holder of Restricted Stock, by such Holder’s acceptance of such Restricted Stock, will be deemed to be bound by the restrictions on transfer applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder understands that the certificates representing the Conversion Shares such Restricted Stock. Restricted Stock shall bear a restrictive legend (the “Restricted Notes Legend”) in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): THE SECURITIES REPRESENTED BY unless otherwise agreed by the Company in writing, with notice thereof to the Trustee: THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND . NEITHER SUCH SECURITIES THIS SECURITY NOR ANY INTEREST THEREIN OR PARTICIPATION HEREIN MAY BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ASSIGNED ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THESE SHARES, BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (1A) A TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND ANY APPLICABLE STATE SECURITIES LAWSPROVIDED THAT PRIOR TO SUCH TRANSFER, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES MAY BE OFFEREDACT), SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Any such Restricted Stock (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of the certificates representing such shares of Restricted Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 1.4(b) of Appendix A. The Company shall promptly notify the Trustee in writing after a registration statement, if any, with respect to any Common Stock issued upon conversion of the Restricted Notes has been declared effective under the Securities Act.

Restricted Stock. (a) The Conversion Shares Seller and each Shareholder hereby acknowledge and agree that all stock of the Buyer issued under this Agreement, if any, to be issued hereunder have not been registered with the United States Securities and Exchange Commission, Seller or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may Shareholder will not be transferred assigned or resold except as permitted registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state and, therefore, cannot be resold, assigned, encumbered or otherwise disposed of unless such shares are subsequently registered under the Securities Act and under the applicable state securities laws, pursuant to laws or an exemption from such registration thereunder or exemption therefrom. (b) Debt-holder understands is available. Seller and each Shareholder further acknowledge and agree that the certificates certificate representing the Conversion Shares shares of Purchaser Common Stock shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, IN A FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT”; Buyer shall be under no obligation to remove any such legend unless and until Seller or Shareholder, as the case may be, deliver to Buyer a written legal opinion in form and substance reasonably acceptable to Buyer from counsel acceptable to the Buyer, to the effect that such legend may be removed. With a view to making available the benefits of certain rules and regulations of the Securities and Exchange Commission which may at any time permit the sale of the Purchaser Common Stock without registration pursuant to Rule 144 under the Securities Act, Buyer hereby agrees to use reasonable commercial efforts to (i) file with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Buyer under the Securities Act and the Exchange Act of 1934, as amended (ii) to cooperate with Seller or Shareholder, as the case may be, to provide such information regarding the Buyer that is necessary for such opinion to be delivered and (iii) to remove such restrictive legend promptly upon Seller’s or Shareholders’ request, as the case may be, upon compliance with the terms of this Section 2.25.

Restricted Stock. The shares of LendingTree Common Stock delivered pursuant to Section 2(a)(i)(C) and (aD) The Conversion Shares to be issued hereunder have not been registered under the Securities Act or any state securities laws and may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of (collectively, "Transfer") unless (A) they are registered with the United States Securities and Exchange Commission, Commission or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by (B) (1) an exemption under federal and state securities laws is available, (2) Seller shall have delivered an opinion of counsel reasonably acceptable to Purchaser to such effect and regulations on transferability (3) Purchaser shall have otherwise consented to such Transfer. Without limiting the foregoing, (A) Seller will not dissolve or liquidate or permit its board of directors to adopt resolutions relating to such a dissolution or liquidation within one year after the Closing Date and resale(B) Seller will not distribute the LendingTree Common Stock to be received by it hereunder to its, and may or any of its Affiliates', stockholders without Purchaser's written consent. Purchaser's right to consent to any Transfer or distribution pursuant to this section (iv) shall not be transferred assigned unreasonably withheld. Such consent shall be given within three business days of delivery to Purchaser of the required opinion of counsel. Purchaser may withhold its consent only if it determines in good faith that such Transfer or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the distribution would violate applicable federal or state securities laws. If any such consent is withheld, pursuant Purchaser shall provide Seller in writing with the substantive analysis supporting such determination to registration thereunder or exemption therefrom. (b) Debt-holder understands that the withhold consent. The certificates representing the Conversion Shares such shares shall bear a restrictive legend in substantially to the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGEDASSIGNED, ASSIGNED PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION DISPOSED OF COUNSEL EXCEPT PURSUANT TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AND APPLICABLE STATE SECURITIES LAWS.LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM IN THE MANNER CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT DATED AS OF JULY 31, 2000 BY AND AMONG LENDINGTREE, INC. AND THE OTHER PARTIES THERETO

Restricted Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder Lender understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): 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, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

Restricted Stock. In2itive has advised the Shareholders, and the Shareholders understand and agree, as follows: (a) The Conversion Shares That the shares of SPSS Common Stock to be issued hereunder have received by the Shareholders pursuant to this Agreement are not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are currently subject to restrictions imposed by federal and state securities laws and regulations on transferability and resalea registration statement under the Act, and may not be transferred assigned or resold except as permitted are issued pursuant to exemptions from registration under the Securities Act which exemptions depend, among other things, on the bona fide nature of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefromtheir investment intent. (b) Debt-holder understands that That they shall not transfer the certificates SPSS Common Stock to be received by the Shareholders pursuant to this Agreement except in compliance with the provisions of the Act. Any proposed transferee of the shares of SPSS Common Stock shall agree to take and hold such securities upon the conditions set forth in 4.4(c) hereof. (c) Until such time as the Shares being sold hereunder to the Shareholders may be sold under Rule 144(k), each certificate representing the Conversion Shares shares of SPSS Common Stock issued to the Shareholders shall bear be stamped or otherwise imprinted with a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instrumentsin addition to any legend required under applicable state securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ACQUIRED FOR INVESTMENT UNDER AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER . SUCH SECURITIES NOR ANY INTEREST THEREIN SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SAID ACT OR APPLICABLE STATE SECURITIES LAWSAN EXEMPTION THEREFROM OR IN CONTRAVENTION OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. When the shares being sold hereunder to the Shareholders may be sold under the circumstances described in Rule 144(k) (or any successor rule or regulation) and there exists no other restriction on the sale of stock imposed subsequent to the date hereof, SPSS will, upon request of the Shareholders' Representative, cause SPSS' transfer agent to exchange the shares legended as set forth above for unlegended shares. (d) Unless a registration statement under the Act covering transactions in the SPSS Common Stock to be received by the Shareholders pursuant to this Agreement has been declared effective by the SEC and such registration statement remains effective at the time of transfer, each holder of shares of SPSS Common Stock to be received by the Shareholders pursuant to this Agreement shall comply in all respects with the provisions of this Section 4.4. Prior to any proposed transfer of any such securities, the holder thereof shall give written notice to SPSS of such holder's intention to effect such transfer and shall comply with the requirements set forth in the balance of this section. Each such notice shall describe the manner and circumstances of the proposed transfer in reasonable detail, and shall be accompanied by (i) a written opinion of legal counsel who shall be reasonably satisfactory to SPSS, addressed to SPSS, and reasonably satisfactory in form and substance to SPSS' counsel, to the effect that the proposed transfer of such securities may be effected without registration under the 1933 Act, (ii) a "no action" letter from the SEC to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, or (iii) such other showing satisfactory to SPSS and its counsel that the proposed transfer of such securities may be effected without registration under the 1933 Act, whereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the holder to SPSS.

Restricted Stock. (a) 4.1 The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder 4.2 Note Holder understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): 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, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

Restricted Stock. (a) The Conversion issuance of the Shares is intended to be issued hereunder have not been registered with exempt from registration under Section 4(2) of the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resaleAct, and may not be transferred assigned or resold except as permitted the Shares shall constitute “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-Neither the sale nor the resale of the Shares have been registered under the Securities Act. Each holder understands of the Shares shall not sell, assign, transfer, or otherwise dispose of any of the Shares or any interest therein unless (i) such sale, transfer, or disposition has been registered under the Securities Act; or (ii) such holder delivers to Parent a written opinion of counsel in form and substance satisfactory to Parent and stating that the proposed sale, transfer, or other disposition of Shares is exempt from registration under the Securities Act and any other applicable securities laws. (c) Seller and each Stockholder acknowledge and agree that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (restrictive legends, and a that appropriate “stop-transfer” instructions shall be given to Parent’s stock transfer order may be placed against transfer of such certificates or other instruments): agent: 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, AND NEITHER SUCH . THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER REGISTERED OR QUALIFIED PURSUANT TO THE SECURITIES PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED BY THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THIS CERTIFICATE STATING THAT SUCH SECURITIES MAY BE OFFEREDOFFER, SOLDSALE, PLEDGEDASSIGNMENT, ASSIGNED PLEDGE OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE TRANSFER IS EXEMPT FROM SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWSQUALIFICATION. At any time following the first anniversary of the Closing Date, upon written request from a holder of Shares, Parent shall use reasonable best efforts to remove or cause to be removed the restrictive legend set forth above and shall issue to such holder certificates representing such holder’s Shares without such legends subject, in each case, to applicable federal and state securities laws. For purposes of this Section 2.8, “reasonable best efforts” shall include, without limitation, responding within no more than 10 days following receipt of any reasonable request by the holders of Shares that a legend be removed.

Restricted Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder Noteholder understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): 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, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped, if (a) such Shares are sold pursuant to a registration statement under the Securities Act, or (b) such holder delivers to the Company an opinion of counsel, reasonably acceptable to the Company, that a disposition of the Shares is being made pursuant to an exemption from such registration and that the Shares, after such transfer, shall no longer be “restricted securities” within the meaning of Rule 144.

Restricted Stock. The Buyer understands and agrees, as follows: (ai) The Conversion Shares to be issued hereunder have not been registered with That the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are not currently subject to restrictions imposed by federal and state securities laws and regulations on transferability and resalea registration statement under the 1933 Act, and may not be transferred assigned or resold except as permitted are issued pursuant to exemptions from registration under the Securities 1933 Act which exemptions depend, among other things, on the bona fide nature of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefromtheir investment intent. (bii) Debt-holder understands that That Buyer shall not transfer the certificates representing Shares except in compliance with the Conversion provisions of the 1933 Act. Any proposed transferee of any of the Shares shall bear agree to take and hold such securities upon the conditions set forth in Section 4(d)(iii) hereof. (iii) Until the Registration Statement is declared effective, each certificate representing any of such Shares shall be stamped or otherwise imprinted with a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instrumentsin addition to any legend required under applicable state securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ACQUIRED FOR INVESTMENT UNDER AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER . SUCH SECURITIES NOR ANY INTEREST THEREIN SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SAID ACT OR APPLICABLE STATE SECURITIES LAWSAN EXEMPTION THEREFROM OR IN CONTRAVENTION OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER. When the Shares may be sold pursuant to the Registration Statement, SPSS will, upon request of the Buyer, cause SPSS's transfer agent to exchange the share certificates legended as set forth above for unlegended share certificates. (iv) Unless a registration statement under the 1933 Act covering transactions in the SPSS Common Stock to be received by the Buyer pursuant to this Agreement has been declared effective by the SEC and such registration

Restricted Stock. Quantime has advised the Quantime Shareholders, and the Quantime Shareholders understand and agree, as follows: (a) The Conversion Shares That the shares of SPSS Common Stock to be issued hereunder have received by the Quantime Shareholders pursuant to this Agreement are not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are currently subject to restrictions imposed by federal and state securities laws and regulations on transferability and resalea registration statement under the Act, and may not be transferred assigned or resold except as permitted are issued pursuant to exemptions from registration under the Securities Act which exemptions depend, among other things, on the bona fide nature of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefromtheir investment intent. (b) Debt-holder understands that That they shall not transfer the certificates SPSS Common Stock to be received by the Quantime Shareholders pursuant to this Agreement except in compliance with the provisions of the Act. Any proposed transferee of the shares of SPSS Common Stock shall agree to take and hold such securities upon the conditions set forth in Section 2.4(c) hereof. (c) Until such time as the shares being sold hereunder to the Quantime Shareholders may be sold under Rule 144(k), each certificate representing the Conversion Shares shares of SPSS Common Stock issued to the Quantime Shareholders shall bear be stamped or otherwise imprinted with a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instrumentsin addition to any legend required under applicable state securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED IN A PRIVATE PLACEMENT. SUCH SHARES MAY NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT UNITED STATES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSAN EXEMPTION THEREFROM OR IN CONTRAVENTION OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. When the shares being sold hereunder to the Quantime Shareholders may be sold under the circumstances described in Rule 144(k) (or any successor rule or regulation) and there exists no other restriction on the sale of stock imposed subsequent to the date hereof, SPSS will, upon request of the Quantime Shareholders, cause SPSS' transfer agent to exchange the shares legended as set forth above for unlegended shares. (d) Unless a registration statement under the Act covering transactions in the SPSS Common Stock to be received by the Quantime Shareholders pursuant to this Agreement has been declared effective by the SEC and such registration statement remains effective at the time of transfer, each holder of shares of SPSS Common Stock to be received by the Quantime Shareholders pursuant to this Agreement shall comply in all respects with the provisions of this Section 2.4. Prior to any proposed transfer of any such securities, the holder thereof shall give written notice to SPSS of such holder's intention to effect such transfer and shall comply with the requirements set forth in the balance of this section. Each such notice shall describe the manner and circumstances of the proposed transfer in reasonable detail, and shall be accompanied by (i) a written opinion of legal counsel who shall be reasonably satisfactory to SPSS, addressed to SPSS, and reasonably satisfactory in form and substance to SPSS' counsel, to the effect that the proposed transfer of such securities may be effected without registration under the 1933 Act, (ii) a "no action" letter from the SEC to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, or (iii) such other showing satisfactory to SPSS and its counsel that the proposed transfer of such securities may be effected without registration under the 1933 Act, whereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the holder to SPSS.

Restricted Stock. Clear Software has advised the Shareholders, and the Shareholders understand and agree, as follows: (a) The Conversion Shares That the shares of SPSS Common Stock to be issued hereunder have received by the Shareholders pursuant to their Agreement are not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are currently subject to restrictions imposed by federal and state securities laws and regulations on transferability and resalea registration statement under the Act, and may not be transferred assigned or resold except as permitted are issued pursuant to exemptions from registration under the Securities Act which exemptions depend, among other things, on the bona fide nature of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefromtheir investment intent. (b) Debt-holder understands that That they shall not transfer the certificates SPSS Common Stock to be received by the Shareholders pursuant to their Agreement except in compliance with the provisions of the Act. Any proposed transferee of the shares of SPSS Common Stock shall agree to take and hold such securities upon the conditions set forth in 4.4(c) hereof. (c) Each certificate representing the Conversion Shares shares of SPSS Common Stock issued to the Shareholders shall bear be stamped or otherwise imprinted with a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instrumentsin addition to any legend required under applicable state securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ACQUIRED FOR INVESTMENT UNDER AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER . SUCH SECURITIES NOR ANY INTEREST THEREIN SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SAID ACT OR APPLICABLE STATE SECURITIES LAWSAN EXEMPTION THEREFROM OR IN CONTRAVENTION OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. (d) Unless a registration statement under the Act covering transactions in the SPSS Common Stock to be received by the Shareholders pursuant to this Agreement has been declared effective by the SEC and such registration statement remains effective at the time of transfer, each holder of shares of SPSS Common Stock to be received by the Shareholders pursuant to this Agreement shall comply in all respects with the provisions of this Section 4.4. Prior to any proposed transfer of any such securities, the holder thereof shall give written notice to SPSS of such holder's intention to effect such transfer and shall comply with the requirements set forth in the balance of this section. Each such notice shall describe the manner and circumstances of the proposed transfer in reasonable detail, and shall be accompanied by (i) a written opinion of legal counsel who shall be reasonably satisfactory to SPSS, addressed to SPSS, and reasonably satisfactory in form and substance to SPSS' counsel, to the effect that the proposed transfer of such securities may be effected without registration under the 1933 Act, (ii) a "no action" letter from the SEC to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, or (iii) such other showing satisfactory to SPSS and its counsel that the proposed transfer of such securities may be effected without registration under the 1933 Act, whereupon the holder of such securities shall be entitled to transfer such securities in accordance with the terms of the notice delivered by the holder to SPSS.

Restricted Stock. (a) The Conversion Shares to be issued hereunder have not been registered with Merger and the United States Securities and Exchange Commission, or with the securities regulatory authority other transactions contemplated hereby shall qualify as a private placement under Rule 506 of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted Regulation D under the Securities Act of 1933, as amended 1933 (the “"SECURITIES ACT") and the shares of Parent Common Stock issued in connection with the Merger shall constitute "restricted securities" under the Securities Act”). Parent shall have no obligation to register such shares under the Securities Act except as set forth in Article X. The shares of Parent Common Stock issued in connection with the Merger may not be offered, and sold, assigned, pledged or otherwise transferred, except following registration of such shares under the applicable state securities laws, pursuant to Securities Act or in reliance on an exemption from registration thereunder or exemption therefrom. (b) Debt-holder understands that under the Securities Act. The certificates representing the Conversion Shares Parent Common Stock shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”"), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH . THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER REGISTERED OR QUALIFIED PURSUANT TO THE SECURITIES PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO PARENT IS OBTAINED AND DELIVERED BY THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THIS CERTIFICATE STATING THAT SUCH SECURITIES MAY BE OFFEREDOFFER, SOLDSALE, PLEDGEDASSIGNMENT, ASSIGNED PLEDGE, OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE TRANSFER IS EXEMPT FROM SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWSQUALIFICATION.

Restricted Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder Creditor understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): 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, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. The legend set forth above shall be removed and Fresh2 shall issue a certificate without such legend to the holder of the Conversion Shares upon which it is stamped, if (a) such Conversion Shares are sold pursuant to a registration statement under the Securities Act, or (b) such holder delivers to Fresh2 an opinion of counsel, reasonably acceptable to Fresh2, that a disposition of the Conversion Shares is being made pursuant to an exemption from such registration and that the Shares, after such transfer, shall no longer be “restricted securities” within the meaning of Rule 144.

Restricted Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder Employee understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): 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, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. The legend set forth above shall be removed and Fresh2 shall issue a certificate without such legend to the holder of the Conversion Shares upon which it is stamped, if (a) such Conversion Shares are sold pursuant to a registration statement under the Securities Act, or (b) such holder delivers to Fresh2 an opinion of counsel, reasonably acceptable to Fresh2, that a disposition of the Conversion Shares is being made pursuant to an exemption from such registration and that the Shares, after such transfer, shall no longer be “restricted securities” within the meaning of Rule 144.

Restricted Stock. 1.1 This Warrant and all rights hereunder may not be transferred by the Holder unless (ai) The Conversion the transferee is an Affiliate of the Holder; (ii) the transferee is a Qualified Institutional Buyer or an Accredited Investor, and, after giving effect to the transfer, the aggregate unpaid principal amount of all Notes then held by the Holder and its Affiliates, exceeds $10,000,000, or (iii) the Company gives its prior written consent to the transfer, which consent will not be unreasonably withheld. 1.2 If, at the time of any transfer or exchange pursuant to Section 1.1 (other than a transfer or exchange not involving a change in the beneficial ownership of this Warrant) of this Warrant or Warrant Shares, such Warrant or Warrant Shares shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer or exchange, that the Holder or transferee of such Warrant or Warrant Shares, as the case may be, furnish to the Company an opinion of counsel reasonably acceptable to the Company or a "no action" or similar letter from the Securities and Exchange Commission to the effect that such transfer or exchange may be made without registration under the Securities Act. In the case of such transfer or exchange, and in the case of an exercise of this Warrant if the Warrant Shares to be issued hereunder have thereupon are not been registered pursuant to the Securities Act, the Company may require a written statement that such Warrant or Warrant Shares, as the case may be, are being acquired for investment and not with a view to the United States Securities and Exchange Commissiondistribution thereof (subject, however, to any requirement of Law that the disposition thereof shall at all times be within the control of such Holder or with transferee, as the securities regulatory authority case may be). 1.3 Certificates evidencing Warrant Shares shall, unless at the time of any state. The Conversion exercise such Warrant Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted registered under the Securities Act of 1933Act, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. (b) Debt-holder understands that the certificates representing the Conversion Shares shall bear a restrictive legend substantially in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): THE SECURITIES REPRESENTED BY form: "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWSAMENDED, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE IT HAS BEEN REGISTERED UNDER THE SECURITIES THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWSIS AVAILABLE."