1933 Uses in Restrictive Securities Act Legend Clause

Restrictive Securities Act Legend from Rollover Agreement

This Employee Rollover Agreement (this Agreement) is made as of June 14, 2007 between Kangaroo Holdings, Inc. (the Company) and the stockholder of OSI Restaurant Partners, Inc. (OSI or the Target) listed on Schedule 1 hereto as holding the Rollover Shares listed thereon (the Rollover Stockholder).

Restrictive Securities Act Legend. All certificates representing Rollover Securities will bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Restrictive Securities Act Legend from Rollover Agreement

This Unrestricted Stock Rollover Agreement (this Agreement) is made as of June 14, 2007 between Kangaroo Holdings, Inc. (the Company) and the stockholder of OSI Restaurant Partners, Inc. (OSI or the Target) listed on Schedule 1 hereto as holding the Rollover Shares listed thereon (the Rollover Stockholder).

Restrictive Securities Act Legend. All certificates representing Rollover Securities will bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Restrictive Securities Act Legend from Rollover Agreement

This Founder Rollover Agreement (this Agreement) is made as of June 14, 2007 among Kangaroo Holdings, Inc. (the Company) and each of the stockholders of OSI Restaurant Partners, Inc. (the Target) listed on Schedule 1 hereto as holding the Rollover Shares listed thereon (each, a Rollover Investor and, collectively, the Rollover Investors).

Restrictive Securities Act Legend. All certificates representing Rollover Securities will bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Restrictive Securities Act Legend from Stock Subscription Agreement

This STOCK SUBSCRIPTION AGREEMENT (the Agreement) is made as of March 31, 2005 among MCP-MSC Acquisition, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule 1 hereto (each a Subscriber, and collectively, the Subscribers).

Restrictive Securities Act Legend. All certificates representing Subscription Securities shall bear a legend in substantially the following form: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR A LEGAL OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Restrictive Securities Act Legend from Stock Subscription Agreement

This STOCK SUBSCRIPTION AGREEMENT (the Agreement) is made as of March 30, 2005 among MCP-MSC Acquisition, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule 1 hereto (each a Subscriber, and collectively, the Subscribers).

Restrictive Securities Act Legend. All certificates representing Subscription Securities shall bear a legend in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or transferred except pursuant to (I) an effective registration statement under the Securities Act of 1933, as amended, and in compliance with applicable state securities laws or (II) an applicable exemption from registration thereunder or under applicable state securities laws, and, if an exemption shall be applicable, the holder of this certificate shall have delivered an opinion of counsel reasonably acceptable to the Company that there is an applicable exemption from the registration requirement and that such registration is not required.

Restrictive Securities Act Legend from Stock Subscription Agreement

This STOCK SUBSCRIPTION AGREEMENT (the Agreement) is made as of March 31, 2005 among MCP-MSC Acquisition, Inc., a Delaware corporation (the Company), and the investor listed on Schedule 1 hereto (the Subscriber).

Restrictive Securities Act Legend. All certificates representing Subscription Securities shall bear a legend in substantially the following form: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR A LEGAL OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.