Common use of Certificates and Legends Clause in Contracts

Certificates and Legends. Your Restricted Shares shall be evidenced by issuance of one or more certificates in your name and shall remain in the physical custody of the Company until such Restricted Shares have become vested and non-forfeitable and the restrictions hereunder shall have lapsed. Such certificate of certificates will bear a legend substantially in the form of the following, until such time as the Shares represented thereby have become vested and non-forfeitable and that restrictions hereunder shall have lapsed: “THE SALE OR OTHER TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO RESTRICTIONS SET FORTH IN THE INDEPENDENCE HOLDING COMPANY 2006 STOCK INCENTIVE PLAN, AND IN ANY RULES AND ADMINISTRATIVE PROCEDURES ADOPTED PURSUANT TO SUCH PLAN AND IN A RELATED AWARD AGREEMENT. A COPY OF THE PLAN, SUCH RULES AND PROCEDURES AND SUCH AWARD AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF INDEPENDENCE HOLDING COMPANY” In addition, such certificate or certificates will at all times (at the Company’s discretion) bear a legend substantially in the form of the following: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS Independence Holding Company 2006 Stock Incentive Plan Restricted Share Award Agreement AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW. ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.” In addition, your Restricted Shares shall be subject to such stop-transfer orders and other restrictive measures as the Company shall deem advisable under federal or state securities laws, and the rules and regulations thereunder, and the rules of the New York Stock Exchange, or to implement the terms, conditions and restrictions hereunder, and the Company may cause a legend or legends to be placed on any certificates representing such Restricted Shares to make appropriate reference to the terms, conditions and restrictions hereunder.

Certificates and Legends. Your Restricted Shares Certificates shall be evidenced by issuance issued in respect of one or more certificates in your name the Restricted Stock, and shall remain be registered in the physical custody name of the Executive. Executive understands and agrees that Company until such Restricted Shares have become vested and non-forfeitable and shall cause the restrictions hereunder shall have lapsed. Such certificate of certificates will bear a legend legends set forth below or legends substantially in the form equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the following, until such time as the Shares represented thereby have become vested and non-forfeitable and Restricted Stock together with any other legends that restrictions hereunder shall have lapsedmay be required by state or federal securities laws: “THE SALE OR OTHER TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO RESTRICTIONS SET FORTH IN THE INDEPENDENCE HOLDING COMPANY 2006 STOCK INCENTIVE PLAN, AND IN ANY RULES AND ADMINISTRATIVE PROCEDURES ADOPTED PURSUANT TO SUCH PLAN AND IN A RELATED AWARD AGREEMENT. A COPY OF THE PLAN, SUCH RULES AND PROCEDURES AND SUCH AWARD AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF INDEPENDENCE HOLDING COMPANY” In addition, such certificate or certificates will at all times (at the Company’s discretion) bear a legend substantially in the form of the following: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS Independence Holding Company 2006 Stock Incentive Plan Restricted Share Award Agreement AMENDED (THE “"ACT”)") AND MAY NOT BE OFFERED, SOLD OR ANY APPLICABLE STATE SECURITIES LAW. ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT AND UNTIL REGISTERED UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY ISSUER OF THESE SECURITIES, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH REGISTRATION OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS UNNECESSARY IN ORDER FOR COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN CONDITIONS OF FORFEITURE AND RESTRICTIONS ON TRANSFER AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH CONDITIONS OF FORFEITURE AND TRANSFER TO COMPLY WITH THE ACTRESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.” In addition, your Restricted Shares shall be subject to such stop-transfer orders and other restrictive measures as the Company shall deem advisable under federal or state securities laws, and the rules and regulations thereunder, and the rules of the New York Stock Exchange, or to implement the terms, conditions and restrictions hereunder, and the Company may cause a legend or legends to be placed on any certificates representing such Restricted Shares to make appropriate reference to the terms, conditions and restrictions hereunder.

Certificates and Legends. Your Restricted Shares The shares of Buyer Stock to be issued pursuant to this Article II shall not have been registered and shall be evidenced by issuance 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 one or more certificates in your name and Buyer Stock to be issued pursuant to this Article II shall remain in bear the physical custody of the Company until such Restricted Shares have become vested and non-forfeitable and the restrictions hereunder shall have lapsed. Such certificate of certificates will bear a legend substantially in the form of the following, until such time as the Shares represented thereby have become vested and non-forfeitable and that restrictions hereunder shall have lapsedfollowing legend: “"THE SALE OR OTHER TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO RESTRICTIONS SET FORTH IN THE INDEPENDENCE HOLDING COMPANY 2006 STOCK INCENTIVE PLAN, AND IN ANY RULES AND ADMINISTRATIVE PROCEDURES ADOPTED PURSUANT TO SUCH PLAN AND IN A RELATED AWARD AGREEMENT. A COPY OF THE PLAN, SUCH RULES AND PROCEDURES AND SUCH AWARD AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF INDEPENDENCE HOLDING COMPANY” In addition, such certificate or certificates will at all times (at the Company’s discretion) bear a legend substantially in the form of the following: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS Independence Holding Company 2006 Stock Incentive Plan Restricted Share Award Agreement AMENDED (. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW. ANY TRANSFER ABSENCE OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY ALPHA, INC. THAT SUCH REGISTRATION IS UNNECESSARY NOT REQUIRED." "SALE, TRANSFER, OR HYPOTHECATION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG THE BUYER AND THE RECORD HOLDER OF THIS CERTIFICATE, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE BUYER, AND ALL THE PROVISIONS OF WHICH ARE INCORPORATED BY REFERENCE IN ORDER THIS CERTIFICATE. THE AGREEMENT PROVIDES FOR SUCH A LOCK UP PERIOD AND TRANSFER RESTRICTIONS. BY ACCEPTING THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE THE HOLDER OF THIS CERTIFICATE AGREES TO COMPLY WITH THE ACTBE BOUND BY SAID AGREEMENT.” In addition, your Restricted Shares shall be subject to such stop-transfer orders and other restrictive measures as the Company shall deem advisable under federal or state securities laws, and the rules and regulations thereunder, and the rules of the New York Stock Exchange, or to implement the terms, conditions and restrictions hereunder, and the Company may cause a legend or legends to be placed on any certificates representing such Restricted Shares to make appropriate reference to the terms, conditions and restrictions hereunder."