Common use of Certificates; Legends Clause in Contracts

Certificates; Legends. (a) The certificates evidencing the Warrants shall be substantially in the form attached as an exhibit to the Warrant Agreement and shall include a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. (b) Additionally, the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. (c) Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) , to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser shall not make any disposition of any Securities except in accordance with the restrictions in the legend set forth in Sections 4(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicable.

Certificates; Legends. (a) The certificates evidencing the Insider Warrants shall be substantially in the form attached as an exhibit Exhibit B to the Warrant Agreement and shall Agreement. Until such time as a registration statement covering the transfer of Securities has been declared effective or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of Securities as of a particular date that can then be immediately sold, the Securities will include a legend substantially in the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT” ), ") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWSLAWS OF THE STATES AND OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF IT THAT SUCH EXEMPTION TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS." (b) Additionally, the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. (c) Each Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) Securities, to give written notice to the Company expressing his, her or its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. counsel and such Purchaser shall agrees not to make any disposition of all or any portion of the Securities except unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement or (ii) if reasonably requested by the Company, (x) the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act, (y) the Company shall have received customary representations and warranties regarding the transferee that are reasonably satisfactory to the Company signed by the proposed transferee and (z) the Company shall have received an agreement by such transferee to the restrictions contained in the legend set forth legends referred to in Sections 4(aSection 6.1(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicablehereof.

Certificates; Legends. (a) The certificates evidencing the Warrants Common Units shall be substantially issued in uncertificated form; provided that, at the request of any Member, the Manager may cause the Company to issue one or more certificates to any such Member holding Common Units representing in the form attached as an exhibit to aggregate the Warrant Agreement and Common Units held by such Member. If any certificate representing Common Units is issued, then such certificate shall include bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUP, LLC. THE SECURITIES MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED HEREBY HAVE BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” )AMENDED, OR THE ANY NON-U.S. OR STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, RESTRICTIONS ON TRANSFER SET FORTH IN THE CASE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF [●], 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES ACT RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND SUCH OTHER APPLICABLE LAWS. (b) AdditionallyWITHOUT CHARGE. To the extent applicable, the Unit certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include may also bear a legend in substantially in the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN ADDITIONTHE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, PRIOR TO CONSUMMATION LLC, DATED AS OF A MERGER[●], SHARE EXCHANGE2017, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, AS THE SECURITIES REPRESENTED HEREIN SAME MAY BE TRANSFERRED ONLY AMENDED FROM TIME TO (i) TIME, AND/OR A SEPARATE AGREEMENT WITH THE COMPANY’S OFFICERS AND DIRECTORSINITIAL HOLDER, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY COPY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) SHALL BE FURNISHED BY VIRTUE OF THE LAWS OF DESCENT COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDERWITHOUT CHARGE. (c) Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) , to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser shall not make any disposition of any Securities except in accordance with the restrictions in the legend set forth in Sections 4(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicable.

Certificates; Legends. (ai) The certificates evidencing Each share certificate constituting the Warrants Subscriber Shares issued and sold pursuant to this Agreement and the Stock Purchase Agreement and any share certificate issued in replacement thereof shall be stamped or otherwise imprinted with the legends in substantially in the form attached as an exhibit below and transfer restrictions of like effect will be provided by the Company to the Warrant Agreement Company’s transfer agent, and shall include a legend substantially in the following formeach Subscriber acknowledges and agrees to such legends, transfer agent instructions and transfer restrictions, on behalf of such Subscriber and each subsequent permitted transferee of such Subscriber: THE SECURITIES REPRESENTED EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT DISPOSED OF OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO AN EXEMPTION FROM OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, REOFFER, SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF OR DISTRIBUTE DIRECTLY OR INDIRECTLY THESE SECURITIES IN EACH CASE THE UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON EXCEPT (A) TO THE COMPANY OR A SUBSIDIARY OF THE COMPANY, (B) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR (D) IN ACCORDANCE WITH ALL APPLICABLE THE PROVISIONS OF REGULATION S, INCLUDING RULES 904 AND 905 THEREOF. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF FURTHER AGREES THAT ANY HEDGING TRANSACTIONS INVOLVING THE SECURITIES LAWS, AND, WILL BE CONDUCTED IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRANSFER AGENT, AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OTHER APPLICABLE LAWSOFFER, SALE OR TRANSFER, IN EACH OF THE FOREGOING CASES, TO REQUIRE DELIVERY OF A CERTIFICATION OF TRANSFER AND OPINION OF COUNSEL IN FORM SATISFACTORY TO THEM. AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. (bii) Additionally, the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. (c) Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) , to give written notice In addition to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser shall not make any disposition of any Securities except in accordance with the restrictions in the legend as set forth in Sections 4(aSection 6(a)(i) above, each share certificate constituting the Subscriber Shares issued and 4(b) above sold to a Key Employee pursuant to this Agreement and the transferee Stock Purchase Agreement and any share certificate issued in replacement thereof shall have agreed be stamped or otherwise imprinted with the legend in substantially the form below and transfer restrictions of like effect will be provided by the Company to be comply with such restrictions as then applicablethe Company’s transfer agent: THE SECURITIES EVIDENCED HEREBY ARE FURTHER SUBJECT TO CERTAIN RESTRICTIONS AS CONTAINED IN THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF JULY 8, 2005, BY AND AMONG NAVTEQ B.V., NAVTEQ CORPORATION, PICTURE MAP INTERNATIONAL CO., LTD AND ALL OF THE SHAREHOLDERS OF PICTURE MAP INTERNATIONAL CO., LTD. A COPY OF THIS AGREEMENT IS AVAILABLE UPON WRITTEN REQUEST MADE TO THE SECRETARY OF NAVTEQ CORPORATION.

Certificates; Legends. (a) The certificates evidencing the Warrants Common Units shall be substantially issued in uncertificated form; provided that, at the request of any Member, the Manager may cause the Company to issue one or more certificates to any such Member holding Common Units representing in the form attached as an exhibit to aggregate the Warrant Agreement and Common Units held by such Member. If any certificate representing Common Units is issued, then such certificate shall include bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN CARVANA GROUP, LLC. THE SECURITIES MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED HEREBY HAVE BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” )AMENDED, OR THE ANY NON-U.S. OR STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN CARVANA GROUP, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, RESTRICTIONS ON TRANSFER SET FORTH IN THE CASE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, LLC, DATED AS OF APRIL 27, 2017, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES ACT RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND SUCH OTHER APPLICABLE LAWS. (b) AdditionallyWITHOUT CHARGE. To the extent applicable, the Unit certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include may also bear a legend in substantially in the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN ADDITIONTHE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARVANA GROUP, PRIOR TO CONSUMMATION LLC, DATED AS OF A MERGERAPRIL 27, SHARE EXCHANGE2017, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, AS THE SECURITIES REPRESENTED HEREIN SAME MAY BE TRANSFERRED ONLY AMENDED FROM TIME TO (i) TIME, AND/OR A SEPARATE AGREEMENT WITH THE COMPANY’S OFFICERS AND DIRECTORSINITIAL HOLDER, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY COPY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) SHALL BE FURNISHED BY VIRTUE OF THE LAWS OF DESCENT COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDERWITHOUT CHARGE. (c) Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) , to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser shall not make any disposition of any Securities except in accordance with the restrictions in the legend set forth in Sections 4(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicable.

Certificates; Legends. (a) The certificates evidencing the Insider Warrants shall be substantially in the form attached as an exhibit Exhibit A to the Warrant Agreement and shall Agreement. Until such time as a registration statement covering the transfer of Securities has been declared effective or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of Securities as of a particular date that can then be immediately sold, the Securities will include a legend substantially in the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ), ”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWSLAWS OF THE STATES AND OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF IT THAT SUCH EXEMPTION TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.” (b) Additionally, the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. (c) Each Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) Securities, to give written notice to the Company expressing his, her or its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. counsel and such Purchaser shall agrees not to make any disposition of all or any portion of the Securities except unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement or (ii) if reasonably requested by the Company, (x) the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act, (y) the Company shall have received customary representations and warranties regarding the transferee that are reasonably satisfactory to the Company signed by the proposed transferee and (z) the Company shall have received an agreement by such transferee to the restrictions contained in the legend set forth legends referred to in Sections 4(aSection 6.1(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicablehereof.

Certificates; Legends. (a) The certificates evidencing the Insider Warrants shall be substantially in the form attached as an exhibit to the Warrant Agreement and shall include a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE APLICABLE SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. (b) Additionally, the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. (c) Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) Securities, to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser shall not make any disposition of any Securities except unless and until (i) there is then in effect a registration statement under the Securities Act covering such transfer and such transfer is made in accordance with such registration statement or (ii) if reasonably requested by the Company, (x) Purchaser shall have furnished to the Company an opinion of counsel reasonably satisfactory to the Company that such disposition will not require registration under the Securities Act and (y) the transferee shall have agreed to comply with the restrictions in the legend set forth in Sections Section 4(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicableabove.

Certificates; Legends. (a) The certificates evidencing the Insider Warrants shall be substantially in the form attached as an exhibit to the Warrant Agreement and shall include a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. (b) Additionally, the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. (c) Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) Securities, to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser shall not make any disposition of any Securities except unless and until (i) there is then in effect a registration statement under the Securities Act covering such transfer and such transfer is made in accordance with such registration statement, or (ii) if reasonably requested by the Company, (x) Purchaser shall have furnished to the Company an opinion of counsel reasonably satisfactory to the Company that such disposition will not require registration under the Securities Act and (y) the transferee shall have agreed to comply with the restrictions in the legend set forth in Sections Section 4(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicableabove.

Certificates; Legends. (a) The certificates evidencing the Warrants shall be substantially in the form attached as an exhibit to the Warrant Agreement and shall include a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. (b) Additionally, the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii (ii) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii (iii) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv (iv) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v (v) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. (c) Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) ), to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser shall not make any disposition of any Securities except in accordance with the restrictions in the legend set forth in Sections 4(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicable.

Certificates; Legends. (a) The certificates evidencing the Warrants Units shall be substantially issued in uncertificated form; provided that, at the request of any Member, the Manager may cause the Company to issue one or more certificates to any such Member holding Units representing in the form attached as an exhibit to aggregate the Warrant Agreement and Units held by such Member. If any certificate representing Units is issued, then such certificate shall include bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP INTEREST IN BLUEFIN TOPCO, LLC. THE SECURITIES MEMBERSHIP INTEREST IN BLUEFIN TOPCO, LLC REPRESENTED HEREBY HAVE BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” )AMENDED, OR THE ANY NON-U.S. OR STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND MAY NOT BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST IN BLUEFIN TOPCO, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, RESTRICTIONS ON TRANSFER SET FORTH IN THE CASE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BLUEFIN TOPCO, LLC, DATED AS OF [•], 2021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES ACT RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND SUCH OTHER APPLICABLE LAWS. (b) AdditionallyWITHOUT CHARGE. To the extent applicable, the Unit certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include may also bear a legend in substantially in the following form: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, REDEMPTION RIGHTS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN ADDITIONTHE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BLUEFIN TOPCO, PRIOR TO CONSUMMATION LLC, DATED AS OF A MERGER[•], SHARE EXCHANGE2021, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, AS THE SECURITIES REPRESENTED HEREIN SAME MAY BE TRANSFERRED ONLY AMENDED FROM TIME TO (i) TIME, AND/OR A SEPARATE AGREEMENT WITH THE COMPANY’S OFFICERS AND DIRECTORSINITIAL HOLDER, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY COPY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) SHALL BE FURNISHED BY VIRTUE OF THE LAWS OF DESCENT COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDERWITHOUT CHARGE. (c) Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) , to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser shall not make any disposition of any Securities except in accordance with the restrictions in the legend set forth in Sections 4(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicable.

Certificates; Legends. (a) The Shares will not be deemed issued to or owned by the Subscriber until the Company shall issue in the name of the Subscriber a certificate evidencing ownership of the Shares. The certificates evidencing representing the Warrants shall Shares will bear the following or a substantially similar legend, and such other legends as may be substantially required by applicable state securities laws, stating that their issuance has not been registered under the Securities Act or such state securities laws and referring to the above restrictions on transferability and resale, and a notation will also be made in the form attached as an exhibit to records of the Warrant Agreement and shall include a legend substantially Company so that transfers of the Shares will not be effected in the following formrecords of the Company without compliance with these restrictions: THE SECURITIES ISSUANCE OF THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT” ”), ANY STATE SECURITIES LAWS (THE “STATE ACTS”), OR THE ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONLAWS. THE SECURITIES SHARES OF COMMON STOCK REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD SOLD, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL THE STATE ACTS, AND ANY OTHER APPLICABLE SECURITIES LAWS, ANDLAW OR UNLESS, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY REGARDING THE AVAILABILITY OF INDEPENDENCE BANCSHARES, INC., SUCH EXEMPTION TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT ACT, THE STATE ACTS, AND SUCH ANY OTHER APPLICABLE LAWS. (b) Additionally, SECURITIES LAW. The certificates representing the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. (c) Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) , to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser shall Shares will not make any disposition of any Securities except in accordance with the restrictions in bear the legend set forth in Sections 4(aabove (i) while a registration statement covering the resale of the Shares is effective under the Securities Act, (ii) following any sale of the Shares pursuant to Rule 144 (or any successor rule), (iii) if the Shares are eligible for sale under Rule 144(k) (or any successor rule), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and 4(b) above and pronouncements issued by the transferee shall have agreed SEC staff). The Company will cause its legal counsel to issue a legal opinion to the Company’s transfer agent, if required by such transfer agent, to effect the removal of the legend hereunder. The Company agrees that at such time as such legend is no longer required under this Section 8, it will, no later than 10 business days following the delivery by the Subscriber to the Company or its transfer agent of a certificate representing Shares issued with a restrictive legend, deliver or cause to be comply with delivered to such restrictions as then applicableSubscriber a certificate representing such Shares that is free from all restrictive and other legends.

Certificates; Legends. (a) The certificates evidencing the Warrants shall be substantially in the form attached as an exhibit to the Warrant Agreement and shall include a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. (b) Additionally, the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. (c) Purchaser agreesPurchasers agree, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) ), to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser Purchasers shall not make any disposition of any Securities except in accordance with the restrictions in the legend set forth in Sections 4(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicable.

Certificates; Legends. (a) The certificates Shares may only be transferred in compliance with state and federal securities laws. In connection with any transfer of the Shares other than pursuant to an effective registration statement, to the Company, or in connection with a pledge as contemplated in Section 5.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor (which may include such Investor's in-house counsel), the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. (b) Certificates evidencing the Warrants shall Shares to be substantially in delivered at the form attached as an exhibit to the Warrant Agreement and shall include a legend substantially in Closing will contain the following formlegend: THE THESE SECURITIES REPRESENTED HEREBY 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 THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AND, ACCORDINGLY, MAY NOT BE OFFERED, OFFERED OR SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONNOT SUBJECT TO, ONLY IF THE COMPANY HAS RECEIVED AN OPINION REGISTRATION REQUIREMENTS OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH OTHER APPLICABLE LAWS. (b) AdditionallyEFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Shares pursuant to a bona fide margin agreement in connection with a bona fide margin account or otherwise and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor's expense, the certificates evidencing Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Insider Warrants (as defined in Shares including the Warrant Agreementpreparation and filing of any required prospectus supplement under Rule 424(b)(3) shall include a legend substantially in of the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDERSecurities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. (c) Purchaser agreesCertificates evidencing the Shares shall not contain any legend (including the legend referred to in Section 5.1(b)), prior to any permitted transfer (i) following the registration of the Securities (other than a transfer Shares for resale pursuant to an effective registration statementRegistration Statement or any sale of such Shares pursuant to Rule 144, or (ii) if such Shares are eligible for sale under Rule 144(k), or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission) and such lack of requirement is confirmed by a legal opinion satisfactory to give written notice the Company. The Company agrees that following the time such legend is no longer required under this Section 5.1(c), it will, no later than five Trading Days following the later of (x) delivery by a Investor to the Company expressing its desire or the Company's transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, together with instructions for the issuance and delivery of certificates without a legend; and (y) delivery to effect the Company of notice of such delivery to the transfer and describing briefly the proposed transfer. Upon receiving agent (such noticedate, the "Legend Removal Date"), deliver or cause to be delivered to such Investor a certificate representing such Shares that is free from all restrictive and other legends. The Company shall present copies thereof to its counsel. Purchaser shall may not make any disposition notation on its records or give instructions to any transfer agent of any Securities except in accordance with the Company that enlarge the restrictions in the legend on transfer set forth in Sections 4(athis Section. (d) Each Investor, severally and 4(b) above not jointly with the other Investors, agrees that it will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and otherwise in compliance with the transferee shall have agreed to be Securities Act. Each Investor acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 5.1 is predicated upon the Company's reliance that the Investor will comply with such restrictions as then applicablethis Section 5.1(d).

Certificates; Legends. (a) The certificates evidencing the Insider Warrants shall be substantially in the form attached as an exhibit Exhibit B to the Warrant Agreement and shall Agreement. Until such time as a registration statement covering the transfer of Securities has been declared effective or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of Securities as of a particular date that can then be immediately sold, the Securities will include a legend substantially in the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ), ”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWSLAWS OF THE STATES AND OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF IT THAT SUCH EXEMPTION TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.” (b) Additionally, the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. (c) Each Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) Securities, to give written notice to the Company expressing his, her or its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. counsel and such Purchaser shall agrees not to make any disposition of all or any portion of the Securities except unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement or (ii) if reasonably requested by the Company, (x) the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act, (y) the Company shall have received customary representations and warranties regarding the transferee that are reasonably satisfactory to the Company signed by the proposed transferee and (z) the Company shall have received an agreement by such transferee to the restrictions contained in the legend set forth legends referred to in Sections 4(aSection 5.1(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicablehereof.