Common use of Certificate Legends Clause in Contracts

Certificate Legends. The shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will not be registered and will be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (ii) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER OF THESE SECURITIES AND THE ISSUER. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

Certificate Legends. The shares of Buyer Common Stock Merger Shares to be issued pursuant to this ARTICLE I will Article II shall not be have been registered under any applicable Securities Laws and will shall be characterized as “restricted securities” under the federal securities lawsSecurities Laws and any applicable state Securities Laws. As a result, and under such laws such shares the Merger Shares may be resold without registration under the Securities Act and any applicable state Securities Laws only in certain limited circumstances. Each certificate evidencing shares of Buyer Common Stock Merger Shares to be issued pursuant to this ARTICLE I will Article II shall bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (ii) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH FROM, OR IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN TRANSACTION NOT SUBJECT TO, THE HOLDER REGISTRATION REQUIREMENTS OF THESE SECURITIES AND THE ISSUER. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Certificate Legends. The shares of Buyer Common Stock Merger Shares to be issued pursuant to this ARTICLE I will Article II shall not be have been registered under the securities laws and will shall be characterized as “"restricted securities” " under the federal securities laws and any applicable state securities laws. As a result, and under such laws such shares the Merger Shares may be resold without registration under the Securities Act and any applicable state securities laws only in certain limited circumstances. Each certificate evidencing shares of Buyer Common Stock Merger Shares to be issued pursuant to this ARTICLE I will Article II shall bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (ii) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH FROM, OR IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN TRANSACTION NOT SUBJECT TO, THE HOLDER REGISTRATION REQUIREMENTS OF THESE SECURITIES AND THE ISSUER. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Certificate Legends. The shares of Buyer Acquiror Common Stock to be issued pursuant to this ARTICLE I will Section 1 shall not be have been registered and will shall be characterized as “"restricted securities” " under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the "Securities Act"), only in certain limited circumstances. Each certificate evidencing shares of Buyer Acquiror Common Stock to be issued pursuant to this ARTICLE I will Section 1 shall bear the following legend: THESE SECURITIES THE SHARES 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 UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES SUCH SHARES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR PURSUANT AN OPINION OF LEGAL COUNSEL REASONABLY 9 15 ACCEPTABLE TO AN AVAILABLE EXEMPTION FROM THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. and any legends required by state securities laws. Further, each certificate shall additionally bear the following legend in connection with the Rights Agreement between Acquiror and BankBoston, N.A. dated as of June 30, 1998: THIS CERTIFICATE ALSO EVIDENCES AND (ii) IN ACCORDANCE WITH ENTITLES THE RESTRICTIONS AND CONDITIONS HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A STOCKHOLDER CERTIFICATE RIGHTS AGREEMENT BETWEEN CYBERCASH, INC. (THE "COMPANY") AND BANKBOSTON N.A. (THE "RIGHTS AGENT") DATED AS OF JUNE 30, 1998 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND BETWEEN A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THESE SECURITIES AND THE ISSUER. THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT AS IN EFFECT ON THE DATE OF MAILING WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH STOCKHOLDER CERTIFICATE TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OFSUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE FURNISHED NULL AND VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE ISSUER REQUISITE QUALIFICATION OF THE ISSUANCE TO SUCH HOLDER, OR THE HOLDER HEREOF UPON WRITTEN REQUEST. EXERCISE BY SUCH HOLDER, OF THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, RIGHTS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSOBTAINABLE.

Certificate Legends. The shares of Buyer Common Stock In addition to be issued pursuant to this ARTICLE I will not be registered and will be characterized as “restricted securities” under any other legends required by law or otherwise, if the federal securities lawsEquity Interests are certificated, and under such laws such shares may be resold without registration under then the Securities Act only in certain limited circumstances. Each Practice shall endorse upon each certificate evidencing shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will bear Equity Interests, now owned or hereafter acquired by the Equityholder, a legend in substantially the following legendform, which contains the notice of Transfer restrictions described more particularly above: THESE “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER OR QUALIFIED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR ANY SECURITIES LAWS OF ANY STATE, OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES AND MAY NOT BE SOLD, OFFEREDASSIGNED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO REGISTRATION UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (ii) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER OF THESE SECURITIES AND THE ISSUER. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSLAWS OR AN EXCEPTION FROM REGISTRATION IS AVAILABLE THEREUNDER. THE SALE, RESALE, REACQUISITION, ASSIGNMENT, HYPOTHECATION, OR OTHER TRANSFER OR DISPOSITION OF ANY EQUITY INTERESTS REPRESENTED BY THIS CERTIFICATE, OR ANY RIGHT OR INTEREST THEREIN, IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN THE ORGANIZATIONAL AND GOVERNING DOCUMENTS OF THIS COMPANY AND IN AN SUCCESSION AGREEMENT ON FILE WITH A DULY APPOINTED OFFICER OR MANAGER OF THE COMPANY. NO TRANSFER OF THE EQUITY INTERESTS REPRESENTED HEREBY OR OF EQUITY INTERESTS ISSUED IN EXCHANGE THEREFOR SHALL BE VALID OR EFFECTIVE UNTIL THE TERMS AND CONDITIONS OF SUCH ORGANIZATIONAL AND GOVERNING DOCUMENTS AND THE SUCCESSION AGREEMENT SHALL HAVE BEEN FULFILLED IN THE JUDGMENT OF THE COMPANY. A STATEMENT OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON THE EQUITY INTERESTS REPRESENTED BY THIS CERTIFICATE AND THE HOLDER THEREOF SHALL BE PROVIDED TO THE HOLDER OF SUCH EQUITY INTERESTS WITHOUT CHARGE AND UPON REQUEST TO THE SECRETARY OR MANAGER OF THE COMPANY.”

Certificate Legends. The Board of Directors may authorize the issue of some or all of the shares (including fractional shares) of Buyer Common Series A Junior Participating Preferred Stock without certificates. If issued in certificated form, each share (including each fractional share) of Series A Junior Participating Preferred Stock shall bear substantially the following legend in addition to be issued pursuant any legends required to this ARTICLE I will not be registered comply with federal and will be characterized as “restricted securities” under the federal state securities laws: CLASSES OF STOCK THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstancesCONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. Each certificate evidencing shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT BOARD OF 1933DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFORE, A COPY OF THE CORPORATION'S CERTIFICATE AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS AMENDED (TO THE “SECURITIES ACT”)DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS THE AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLDSPECIAL CLASS IN SERIES, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION EXTENT SET, AND (ii) IN ACCORDANCE WITH THE RESTRICTIONS AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER PREFERENCES OF THESE SECURITIES AND THE ISSUERSUBSEQUENT SERIES. A COPY OF REQUESTS FOR SUCH STOCKHOLDER CERTIFICATE SHALL WRITTEN STATEMENT MAY BE FURNISHED BY THE ISSUER DIRECTED TO THE HOLDER HEREOF UPON WRITTEN REQUEST. SECRETARY OF THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSCORPORATION AT ITS PRINCIPAL OFFICE.

Certificate Legends. The shares of Buyer Parent Common Stock to be issued pursuant to this ARTICLE I will not be registered and will be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will Section 1 shall bear the following legendlegends and any other legends required by state securities laws: THESE "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”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWOR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFEREDTRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO REGISTRATION UNDER DISPOSED OF IN THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (ii) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER OF THESE SECURITIES AND THE ISSUER. A COPY ABSENCE OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 13, 1999 AMONG iVILLAGE INC., LPC, ACQUISITION CORPORATION, LAMAZE PUBLISHING COMPANY AND THE OTHER SIGNATORIES THERETO AND NO TRANSFER OF THESE SECURITIES SHALL BE IN COMPLIANCE WITH VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSHOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF iVILLAGE INC." ; provided however, that any shares of LPC Common Stock issued hereunder which are not deposited into the Escrow Fund shall not be legended with the last two sentences thereof.

Certificate Legends. The Board of Directors may authorize the issue of some or all of the shares (including fractional shares) of Buyer Common Series B Junior Participating Preferred Stock without certificates. If issued in certificated form, each share (including each fractional share) of Series B Junior Participating Preferred Stock shall bear substantially the following legends in addition to be issued pursuant any legends required to this ARTICLE I will not be registered comply with federal and will be characterized as “restricted securities” under the federal state securities laws: CLASSES OF STOCK THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstancesCONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. Each certificate evidencing shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will bear the following legend: THESE THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFORE, A COPY OF THE CORPORATION'S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO THE DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS THE AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. RESTRICTIONS ON OWNERSHIP AND TRANSFER THE SECURITIES HAVE NOT BEEN REGISTERED REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE SECURITIES ACT INTERNAL REVENUE CODE OF 19331986, AS AMENDED (THE “SECURITIES ACT”'CODE'), OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR EXCEPT AS OTHERWISE TRANSFERRED EXCEPT (i) PROVIDED PURSUANT TO REGISTRATION THE CHARTER OF THE CORPORATION, NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN (1) COMMON SHARES OF THE CORPORATION IN EXCESS OF 9.8% OF THE LESSER OF THE TOTAL NUMBER OR VALUE OF THE OUTSTANDING COMMON SHARES OF THE CORPORATION, (2) PREFERRED SHARES OF THE CORPORATION IN EXCESS OF 9.8% OF THE LESSER OF THE TOTAL NUMBER OF VALUE OF THE OUTSTANDING PREFERRED SHARES OF THE CORPORATION, (3) EQUITY SHARES THAT WOULD RESULT IN THE TRUST BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE SECURITIES ACT CODE, (4) EQUITY SHARES THAT WOULD RESULT IN THE EQUITY SHARES BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS (DETERMINED WITHOUT REFERENCE TO ANY RULES OF ATTRIBUTION) OR PURSUANT (5) EQUITY SHARES THAT WOULD CAUSE THE CORPORATION OR GOLF TRUST OF AMERICA, L.P., A DELAWARE LIMITED PARTNERSHIP, TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (iiCONSTRUCTIVELY OWN 10% OR MORE OF THE OWNERSHIP INTERESTS IN A TENANT OF THE REAL PROPERTY OF THE CORPORATION OR GOLF TRUST OF AMERICA, L.P., WITHIN THE MEANING OF SECTION 856(d)(2)(B) IN ACCORDANCE OF THE CODE, WITH THE FURTHER RESTRICTIONS AND CONDITIONS EXCEPTIONS SET FORTH IN THE CORPORATION'S CHARTER. ANY PERSON WHO ATTEMPTS OR PROPOSES TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF EQUITY SHARES IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION IN WRITING. IF AN ATTEMPT IS MADE TO VIOLATE OR THERE IS A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER VIOLATION OF THESE SECURITIES RESTRICTIONS (I) ANY PURPORTED TRANSFER WILL BE VOID AB INITIO AND WILL NOT BE RECOGNIZED BY THE ISSUERCORPORATION, (II) THE EQUITY SHARES IN VIOLATION OF THESE RESTRICTIONS, WHETHER AS A RESULT OF A TRANSFER OR NON-TRANSFER EVENT, WILL BE TRANSFERRED AUTOMATICALLY AND BY OPERATION OF LAW TO A SHARE TRUST AND SHALL BE DESIGNATED SHARES-IN-TRUST. ALL TERMS USED IN THIS LEGEND AND DEFINED IN THE CORPORATION'S CHARTER HAVE THE MEANINGS DEFINED IN THE CORPORATION'S CHARTER, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY WHICH, INCLUDING THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSELRESTRICTIONS ON OWNERSHIP AND TRANSFER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSSENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS.

Certificate Legends. (i) The shares of Buyer TCS Common Stock to be issued pursuant to this ARTICLE I will Agreement shall not be have been registered under the Securities Act or under any state securities laws and will shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act Act, only in certain limited circumstances. Each Subject to Section 9.6, each certificate evidencing shares of Buyer TCS Common Stock to be issued pursuant to this ARTICLE I will shall bear the following legendlegends: THESE “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 UNDER ANY APPLICABLE STATE SECURITIES LAWAMENDED. THESE SUCH SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (ii) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER OF THESE SECURITIES AND THE ISSUER. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON SALE AS DESCRIBED IN SECTION 9.6 OF THAT CERTAIN AGREEMENT AND PLAN OF MERGER DATED NOVEMBER 25, 2009 (THE “MERGER AGREEMENT”) BY AND AMONG TELECOMMUNICATION SYSTEMS, INC., OLYMPUS MERGER SUB INC., NETWORKS IN MOTION, INC., THE STOCKHOLDERS OF NETWORKS IN MOTION, INC. PARTY THERETO AND THE STOCKHOLDERS’ REPRESENTATIVE (A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BE BOUND BY ALL THE EFFECT THAT ANY SALE OR TRANSFER PROVISIONS OF THESE SECURITIES WILL BE IN COMPLIANCE WITH SECTION 9.6 OF THE MERGER AGREEMENT.” and any legends required by state securities laws. (ii) The Twelve Month Promissory Notes and the Indemnification Promissory Notes issued pursuant to this Agreement shall not have been registered under the Securities Act or under any state securities laws and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act, only in certain limited circumstances. Each Twelve Month Promissory Note and each Indemnification Promissory Note shall bear the following legend: “THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES LAWSACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” and any legends required by state securities laws.

Certificate Legends. The Board of Directors may authorize the issue of some or all of the shares (including fractional shares) of Buyer Common Series A Junior Participating Preferred Stock without certificates. If issued in certificated form, each share (including each fractional share) of Series A Junior Participating Preferred Stock shall bear substantially the following legends in addition to be issued pursuant any legends required to this ARTICLE I will not be registered comply with federal and will be characterized as “restricted securities” under the federal state securities laws: CLASSES OF STOCK THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstancesCONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. Each certificate evidencing shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT BOARD OF 1933DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFORE, A COPY OF THE CORPORATION'S CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS AMENDED (TO THE “SECURITIES ACT”)DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS THE AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLDSPECIAL CLASS IN SERIES, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. RESTRICTIONS ON OWNERSHIP AND TRANSFER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON OWNERSHIP AND TRANSFER. EXCEPT AS OTHERWISE PROVIDED PURSUANT TO THE CHARTER OF THE CORPORATION, NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN (1) COMMON SHARES OF THE CORPORATION IN ACCORDANCE WITH EXCESS OF 9.8% OF THE LESSER OF THE TOTAL NUMBER OR VALUE OF THE OUTSTANDING COMMON SHARES OF THE CORPORATION, (2) PREFERRED SHARES OF THE CORPORATION IN EXCESS OF 9.8% OF THE LESSER OF THE TOTAL NUMBER OR VALUE OF THE OUTSTANDING PREFERRED SHARES OF THE CORPORATION, (3) EQUITY SHARES IF SUCH ACQUISITION WOULD RESULT IN THE TRUST BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE, (4) EQUITY SHARES IF SUCH ACQUISITION WOULD RESULT IN THE EQUITY SHARES BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS (DETERMINED WITHOUT REFERENCE TO ANY RULES OF ATTRIBUTION), (5) EQUITY SHARES IF SUCH ACQUISITION WOULD CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (6) EQUITY SHARES IN VIOLATION OF ANY OF THE FURTHER RESTRICTIONS AND CONDITIONS SET FORTH IN THE CORPORATION'S CHARTER. ANY PERSON WHO ATTEMPTS OR PROPOSES TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF EQUITY SHARES IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION IN WRITING. IF AN ATTEMPT IS MADE TO VIOLATE OR THERE IS A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER VIOLATION OF THESE SECURITIES RESTRICTIONS (I) ANY PURPORTED TRANSFER WILL BE VOID AB INITIO AND WILL NOT BE RECOGNIZED BY THE ISSUERCORPORATION, (II) THE EQUITY SHARES IN VIOLATION OF THESE RESTRICTIONS, WHETHER AS A RESULT OF A TRANSFER OR NON-TRANSFER EVENT, WILL BE TRANSFERRED AUTOMATICALLY AND BY OPERATION OF LAW TO A SHARE TRUST AND SHALL BE DESIGNATED SHARES-IN-TRUST. ALL TERMS USED IN THIS LEGEND AND DEFINED IN THE CORPORATION'S CHARTER HAVE THE MEANINGS PROVIDED IN THE CORPORATION'S CHARTER, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY WHICH, INCLUDING THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSELRESTRICTIONS ON OWNERSHIP AND TRANSFER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSSENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS.

Certificate Legends. The shares of Buyer Common Stock to be issued (a) Upon original issuance thereof, the Securities certificates shall each contain such legends as required pursuant to this ARTICLE I will not any of the Operative Documents, including without limitation, a legend stating that the offer, sale or transfer of the Securities shall be registered and will be characterized as “restricted securities” under made only (a) to the federal securities lawsBank, and under such laws such shares may be resold without registration (b) pursuant to Rule 144A under the Securities Act only (“Rule 144A”), to a Person the transferor reasonably believes is a “Qualified Institutional Buyer” as defined in certain limited circumstances. Each certificate evidencing shares Rule 144A (a “QIB”) that purchases for its own account or for the account of Buyer Common Stock a QIB to be issued whom notice is given that the transfer is being made in reliance on Rule 144A, provided that such QIB is also an “Accredited Investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act (an “Accredited Investor”) or (c) an Accredited Investor that is acquiring the Security for its own account, or for the account of an Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, subject to the Bank’s right prior to any such offer, sale or transfer pursuant to clause (c) to require the delivery of an opinion of counsel, certification or other information reasonably satisfactory to it. (i) Each Purchaser agrees that all certificates or other instruments representing the Preferred Shares and the Conversion Shares subject to this ARTICLE I will Agreement shall bear a legend substantially to the following legend: THESE effect: (A) THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT RELATING THERETO IN EFFECT UNDER ANY SUCH ACT AND APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. (B) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT AND (ii) IN ACCORDANCE WITH THE TRANSFER AND OTHER RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER AN INVESTMENT AGREEMENT, DATED AS OF THESE SECURITIES AND JUNE 7, 2008, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUESTUpon request of the Purchaser, upon receipt by the Parent of an opinion of counsel reasonably satisfactory to the Parent to the effect that such legend is no longer required under the Securities Act and applicable state laws, the Parent shall promptly cause clause (A) of the legend to be removed from any certificate for any Preferred Shares or Conversion Shares to be transferred by the Purchaser in accordance with the terms of this Agreement and clause (B) of the legend shall be removed upon the expiration of such transfer and other restrictions set forth in this Agreement. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSELThe Purchaser acknowledges that neither the Preferred Shares nor the Conversion Shares have been registered under the Securities Act or under any state securities laws and the Purchaser agrees that it shall not sell or otherwise dispose of any of the Preferred Shares or Conversion Shares, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSexcept in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws. (c) The Units shall not be certificated or otherwise evidenced by any tangible form.

Certificate Legends. The shares of Buyer Common Stock to be issued pursuant to under this ARTICLE I will not be registered and will be characterized as “"restricted securities” " under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing shares of Buyer Common Stock to be issued pursuant to under this ARTICLE I will bear one or more of the following legend: THESE SECURITIES legend (along with all other legends that may be required under state or federal securities laws of the United States): "THE SHARES 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 UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES SUCH SHARES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR PURSUANT AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO AN AVAILABLE EXEMPTION FROM THE COMPANY THAT SUCH REGISTRATION AND (ii) IN ACCORDANCE WITH IS NOT REQUIRED." "THE RESTRICTIONS SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN OF A STOCKHOLDER CERTIFICATE CERTAIN AGREEMENT AND PLAN OF MERGER BY AND BETWEEN THE HOLDER SHAREHOLDER, THE CORPORATION AND CERTAIN OTHER HOLDERS OF THESE SECURITIES AND STOCK OF THE ISSUERCORPORATION. A COPY COPIES OF SUCH STOCKHOLDER CERTIFICATE SHALL AGREEMENT MAY BE FURNISHED BY THE ISSUER OBTAINED UPON WRITTEN REQUEST TO THE HOLDER HEREOF UPON WRITTEN REQUEST. SECRETARY OF THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSCORPORATION."

Certificate Legends. The Any shares of common stock of Buyer Common Stock to be issued pursuant to this ARTICLE I will not be registered and will be characterized as “"restricted securities” " under the federal securities lawslaws of the United States, and under such laws such shares may be resold without registration under the Securities Act Act, only in certain limited circumstances. Each certificate evidencing shares of common stock of Buyer Common Stock to that may be issued pursuant to this ARTICLE I will bear a legend in substantially the following legendform: THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR WITH THE SECURITIES COMMISSION OF ANY STATE UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES SUCH SHARES ARE BEING OFFERED PURSUANT TO, AMONG OTHER EXEMPTIONS FROM REGISTRATION, A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE ACT ("REGULATION S"). SUCH SHARES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED EXCEPT IN THE UNITED STATES OR TO U.S. PERSONS (iAS SUCH TERM IS DEFINED IN REGULATION S) PURSUANT TO REGISTRATION UNLESS SUCH SHARES ARE REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (ii) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER OF THESE SECURITIES AND THE ISSUER. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS., OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO A VALID EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS"

Certificate Legends. The Board of Directors may authorize the issue of some or all of the shares (including fractional shares) of Buyer Common Series A Junior Participating Preferred Stock without certificates. If issued in certificated form, each share (including each fractional share) of Series A Junior Participating Preferred Stock shall bear substantially the following legends in addition to be issued pursuant any legends required to this ARTICLE I will not be registered comply with federal and will be characterized as “restricted securities” under the federal state securities laws: CLASSES OF STOCK THE CORPORATION IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstancesCONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. Each certificate evidencing shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will bear the following legend: THESE THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFORE, A COPY OF THE CORPORATION'S CERTIFICATE AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO THE DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS THE AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. RESTRICTIONS ON OWNERSHIP AND TRANSFER THE SECURITIES HAVE NOT BEEN REGISTERED REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE SECURITIES ACT INTERNAL REVENUE CODE OF 19331986, AS AMENDED (THE “SECURITIES ACT”`CODE'), OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR EXCEPT AS OTHERWISE TRANSFERRED EXCEPT (i) PROVIDED PURSUANT TO REGISTRATION THE CERTIFICATE OF THE CORPORATION, NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN (1) COMMON SHARES OF THE CORPORATION IN EXCESS OF 9.8% OF THE LESSER OF THE TOTAL NUMBER OR VALUE OF THE OUTSTANDING COMMON SHARES OF THE CORPORATION, (2) PREFERRED SHARES OF THE CORPORATION IN EXCESS OF 9.8% OF THE LESSER OF THE TOTAL NUMBER OF VALUE OF THE OUTSTANDING PREFERRED SHARES OF THE CORPORATION, (3) EQUITY SHARES THAT WOULD RESULT IN THE TRUST BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE SECURITIES ACT CODE, (4) EQUITY SHARES THAT WOULD RESULT IN THE EQUITY SHARES BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS (DETERMINED WITHOUT REFERENCE TO ANY RULES OF ATTRIBUTION) OR PURSUANT (5) EQUITY SHARES THAT WOULD CAUSE THE CORPORATION TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (iiCONSTRUCTIVELY OWN 10% OR MORE OF THE OWNERSHIP INTERESTS IN A TENANT OF THE REAL PROPERTY OF THE CORPORATION, WITHIN THE MEANING OF SECTION 856(d)(2)(B) IN ACCORDANCE OF THE CODE, WITH THE FURTHER RESTRICTIONS AND CONDITIONS EXCEPTIONS SET FORTH IN THE CORPORATION'S CERTIFICATE. ANY PERSON WHO ATTEMPTS OR PROPOSES TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF EQUITY SHARES IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION IN WRITING. IF AN ATTEMPT IS MADE TO VIOLATE OR THERE IS A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER VIOLATION OF THESE SECURITIES RESTRICTIONS (I) ANY PURPORTED TRANSFER WILL BE VOID AB INITIO AND WILL NOT BE RECOGNIZED BY THE ISSUERCORPORATION. ALL TERMS USED IN THIS LEGEND AND DEFINED IN THE CORPORATION'S CERTIFICATE OF INCORPORATION HAVE THE MEANINGS DEFINED IN THE CORPORATION'S CERTIFICATE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY WHICH, INCLUDING THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSELRESTRICTIONS ON OWNERSHIP AND TRANSFER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSSENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS.

Certificate Legends. The shares of Buyer certificates evidencing the NEWCO Common Stock to be issued delivered pursuant to this ARTICLE I will not be registered Section 2.3 shall bear a legend substantially in the form set forth below and will be characterized containing such other information as “restricted securities” under the federal securities laws, and under such laws such shares NEWCO may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will bear the following legenddeem necessary or appropriate: THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, OFFEREDTRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT AND SUCH LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (ii) THEREFROM WHICH, IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN OPINION OF COUNSEL FOR THE HOLDER OF THESE RECORD OF THIS CERTIFICATE, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT BETWEEN THIS CORPORATION AND ITS STOCKHOLDERS. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SECURITIES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE ISSUERPROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL STOCKHOLDERS AGREEMENT WILL BE FURNISHED BY THE ISSUER TO THE RECORD HOLDER HEREOF OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST. THE ISSUER REQUEST TO THIS CORPORATION AT ITS PRINCIPAL PLACE OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSBUSINESS.

Certificate Legends. (i) The certificates evidencing shares of Buyer Parent Common Stock to be issued pursuant to this ARTICLE I will not be registered and will be characterized as “restricted securities” under Section 2.6 shall bear the federal securities lawsfollowing legend (in addition to any other legend required by law, and under such laws such shares may be resold without registration including Rule 145 promulgated under the Securities Act only in certain limited circumstances. Each certificate evidencing shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will bear the following legend: THESE SECURITIES Act): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO, (II) IN COMPLIANCE WITH RULE 144, OR (III) PURSUANT TO AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) Alternatively, certificates representing shares of Parent Common Stock to be issued pursuant to this Section 2.6 in reliance on Regulation S of the Securities Act shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) PURSUANT TO REGULATION S THEREUNDER AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED ABSENT REGISTRATION EXCEPT IN COMPLIANCE WITH REGULATION S, RULE 144 UNDER ANY APPLICABLE STATE THE ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE UNITED STATES SECURITIES LAWAND EXCHANGE COMMISSION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (ii) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER OF THESE SECURITIES AND THE ISSUER. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWSACT.

Certificate Legends. The shares of Buyer Common Stock Consideration to be issued pursuant by Purchaser to this ARTICLE I will the Sole Member shall not be have been registered and will shall be characterized as “restricted securities” under the federal securities lawslaws of the United States of America, including the Securities Act, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing shares of Buyer Common the Purchaser’s common stock issued as all and/or any portion of the Stock to be issued pursuant to this ARTICLE I will Consideration shall bear the following legendlegend and any additional legends required under any and all applicable laws: THESE “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, WITHOUT ANY VIEW TOWARDS RESALE, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLDLAWS, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO REGISTRATION UNDER OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE SECURITIES ACT OR PURSUANT TO FINANCIAL RISKS OF THIS INVESTMENT FOR AN AVAILABLE EXEMPTION FROM REGISTRATION AND (ii) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER INDEFINITE PERIOD OF THESE SECURITIES AND THE ISSUER. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUESTTIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, ISSUER TO THE EFFECT THAT ANY SALE PROPOSED TRANSFER OR TRANSFER OF THESE SECURITIES WILL BE RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ALL ANY APPLICABLE STATE SECURITIES LAWS.”

Certificate Legends. The certificates evidencing any shares of Buyer Common Stock to common stock issued in connection with the Equity Shares (including upon the exercise of any Warrants) shall be issued pursuant to this ARTICLE I will not be registered and will be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing shares of Buyer Common Stock to be issued pursuant to this ARTICLE I will bear endorsed with the following legend: THESE SECURITIES legends (or with legend of similar import): THE SHARES OF THE COMPANY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER WITH THE SECURITIES AND EXCHANGE COMMISSION OR IN ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY AND VARIOUS APPLICABLE STATE SECURITIES LAWLAWS. THESE SECURITIES SUCH SHARES MAY NOT BE SOLD, OFFEREDTRANSFERRED, PLEDGEDPLEDGED OR ASSIGNED OR A SECURITY INTEREST CREATED THEREIN UNLESS THE PURCHASER, HYPOTHECATED TRANSFEREE, ASSIGNEE, PLEDGEE OR OTHERWISE TRANSFERRED EXCEPT HOLDER OF SUCH SECURITY INTEREST COMPLIES WITH ALL STATE AND FEDERAL SECURITIES LAWS (i) PURSUANT TO REGISTRATION I.E., SUCH SHARES ARE REGISTERED UNDER THE SECURITIES ACT SUCH LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER) AND (ii) IN ACCORDANCE WITH UNLESS THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER OF THESE SECURITIES AND THE ISSUER. A COPY SELLER, TRANSFEROR, ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE SECURITY INTEREST PROVIDES AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, TO COMPANY THAT THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL TRANSACTION CONTEMPLATED WOULD NOT BE IN COMPLIANCE WITH VIOLATION OF THE SECURITIES ACT AND ALL OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. Such shares shall also include any legend required by any applicable state securities law.

Certificate Legends. The shares of Buyer JDA Common Stock to be issued pursuant to this ARTICLE I will Agreement shall not be have been registered and will shall be characterized as “"restricted securities” " under the federal securities lawsSecurities Act, and under such laws Laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing shares of Buyer JDA Common Stock to be issued pursuant to this ARTICLE I will Agreement shall bear the following legend, with such modification or addition thereto as may be required under local Law: THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT"). SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Each stock certificate issued to a Shareholder who is not a U.S. Persons shall bear the following legend, with such modification or addition thereto as may be required under local Law: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT”"), OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES AND MAY NOT BE SOLD, OFFEREDOFFERED FOR SALE, PLEDGEDTRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE UNITED STATES OR OTHERWISE TRANSFERRED TO U.S. PERSONS, EXCEPT (iI) PURSUANT TO IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES, (II) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT ACT, (III) IN RELIANCE OF AN OPINION OF COUNSEL OR PURSUANT OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED BASED ON AN AVAILABLE EXEMPTION FROM THE REGISTRATION AND REQUIREMENTS OF THE ACT, OR (iiIV) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCKHOLDER CERTIFICATE BY AND BETWEEN THE HOLDER PROVISIONS OF THESE SECURITIES AND THE ISSUER. A COPY OF SUCH STOCKHOLDER CERTIFICATE SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.REGULATION S."