Common use of Common Stock and Parent Series A Voting Preferred Stock Clause in Contracts

Common Stock and Parent Series A Voting Preferred Stock. Each of the Parent, the Company and the Exchanging Members acknowledge and agree that all shares of Reciprocate Common Stock issued pursuant to this Agreement and all shares of Parent Series A Voting Preferred Stock issued pursuant to the Business Combination Agreement and/or this Agreement shall be issued and held in certificated form (except as provided in Section 6.2(c) below) and each such certificate evidencing such Exchanging Member’s ownership of such Parent Series A Voting Preferred Stock shall be stamped or otherwise imprinted with legends in substantially the following form: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.”

Common Stock and Parent Series A Voting Preferred Stock. Each of the Parent, the Company and the Exchanging Members acknowledge and agree that all shares of Reciprocate Common Stock issued pursuant to this Agreement and all shares of Parent Series A Voting Preferred Stock issued pursuant to the Business Combination Cross Purchase Agreement and/or this Agreement shall be issued and held in certificated form (except as provided in Section 6.2(c6.2(d) below) and each such certificate evidencing such Exchanging Member’s ownership of such Reciprocate Common Stock and Parent Series A Voting Preferred Stock shall be stamped or otherwise imprinted with legends in substantially the following form: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.”