Common use of Legend on Securities Clause in Contracts

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15, 2010, BETWEEN BLACKROCK, INC. (THE “COMPANY”), XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (b) Upon any acquisition by Xxxxxxx Xxxxx or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of New BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx Mxxxxxx Lxxxx or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15, 20102006, BETWEEN BLACKROCKAMONG NEW BOISE, INC. (THE “COMPANY”), XXXXXXX XXXXX ) AND MXXXXXX LXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (b) Upon any acquisition by Xxxxxxx Xxxxx Mxxxxxx Lxxxx or any of its Affiliates of additional shares of New BlackRock Capital Stock, Xxxxxxx Xxxxx Mxxxxxx Lxxxx shall, or shall cause such Affiliate to, submit the certificates representing such shares of New BlackRock Capital Stock to New BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) New BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for New BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned New BlackRock Capital Stock, the transferor shall provide New BlackRock with such customary certificates, opinions and other documents as New BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), New BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of New BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15OF___, 20102006, BETWEEN BLACKROCKAMONG NEW BOISE, INC. (THE “"COMPANY”), ") AND XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “"AGREEMENT”"), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”" (b) Upon any acquisition by Xxxxxxx Xxxxx or any of its Affiliates of additional shares of New BlackRock Capital Stock, Xxxxxxx Xxxxx shall, or shall cause such Affiliate to, submit the certificates representing such shares of New BlackRock Capital Stock to New BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) New BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for New BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned New BlackRock Capital Stock, the transferor shall provide New BlackRock with such customary certificates, opinions and other documents as New BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), New BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Voting Securities Beneficially Owned by Xxxxxxx Xxxxx the Stockholder or its Affiliates Affilixxxx and subject to the terms of this Agreement shall bear the following legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15AUGUST 23, 20102006, BETWEEN BLACKROCK, INC. RITE AID CORPORATION (THE “COMPANY”), XXXXXXX XXXXX & CO, THE JEAN COUTU GROUP (PJC) INC. AND XXXXXXX XXXXX GROUP, INC.CERTAIN OTHER PERSONS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SECURXXXXX XXXXESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” (b) Upon any acquisition by Xxxxxxx Xxxxx the Stockholder or any of its Affiliates of additional shares of BlackRock Capital StockVoting Securities, Xxxxxxx Xxxxx the Stockholder shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock Voting Securities to BlackRock the Company so that the legend required by this Section 3.4 2.3 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may The Company shall make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock the Voting Securities in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital StockVoting Securities pursuant to this Agreement, the transferor Transferring Person shall provide BlackRock the Company with such customary certificates, opinions and other documents as BlackRock the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any a Transfer pursuant to Section 3.2(b)(ii2.2(a), (iii) or (iv), BlackRock the Company shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each In addition to any other legend that may be required, each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates and subject for Securities that is issued to the terms of this Agreement any Shareholder shall bear a legend in substantially the following legend on the face thereofform: “"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED BY ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS CERTIFICATE ARE SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS AS SET FORTH IN A CERTAIN THIRD THE AMENDED AND RESTATED STOCKHOLDER SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 15SEPTEMBER 30, 2010, BETWEEN BLACKROCK, INC. (THE “COMPANY”), XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”)1996, COPIES OF WHICH AGREEMENT ARE ON FILE AT MAY BE OBTAINED UPON REQUEST FROM [DLJ BRAND HOLDINGS, INC.] [BRAND SCAFFOLD SERVICES, INC.] AND ANY SUCCESSOR THERETO." With respect to any Securities acquired pursuant to any benefit plan of the Company or OpCo, as the case may be, such legend shall also include the words "AND CERTAIN REPURCHASE RIGHTS AS SET FORTH IN THE PRINCIPAL OFFICE OF THE COMPANYPLAN" between the words "1996," and "COPIES.”" (b) Upon If any acquisition by Xxxxxxx Xxxxx or any of its Affiliates of additional shares of BlackRock Capital Common Stock or Preferred Stock shall cease to be Registrable Stock, Xxxxxxx Xxxxx the Company shall, or shall cause upon the written request of the holder thereof, issue to such Affiliate to, submit the certificates representing holder a new certificate evidencing such shares without the first sentence of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance).3.02 (ca) BlackRock may make a notation on its records or give instructions endorsed thereon. If any Securities cease to be subject to any transfer agents or registrars for BlackRock Capital Stock in order to implement the and all restrictions on Transfer transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificatesCompany or OpCo, opinions and other documents as BlackRock the case may reasonably be, shall, upon the written request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing holder thereof, issue to such holder a new certificate evidencing such Securities without the second sentence of the legend as is appropriate in the circumstancesrequired by Section 3.02(a) endorsed thereon.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Voting Securities Beneficially Owned by Xxxxxxx Xxxxx TD, any R Party, or its any of their respective Affiliates and subject to the terms of this Agreement shall bear the following legend legends (the “Legends”) on the face thereof, to the extent applicable: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A THAT CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 15JUNE 22, 20102005, BETWEEN BLACKROCKAMONG TD AMERITRADE HOLDING CORPORATION, INC. (THE “COMPANY”)STOCKHOLDERS LISTED ON SCHEDULE A THERETO, XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC.THE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF TD AMERITRADE HOLDING CORPORATION.” “THE COMPANYSHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” (b) Upon any acquisition by Xxxxxxx Xxxxx TD or any R Party of its Affiliates Beneficial Ownership of additional shares of BlackRock Capital StockVoting Securities, Xxxxxxx Xxxxx such party shall, or shall cause its applicable Affiliate who is the record owner of such Affiliate Voting Securities to, as applicable, submit the certificates representing such shares of BlackRock Capital Stock Voting Securities to BlackRock the Company so that the legend Legends (to the extent required by this Section 3.4 3.3) may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may The Company shall make a notation on its records or and/or give instructions to any transfer agents or registrars for BlackRock Capital the Common Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing After the consummation of the Merger, any Securities authenticated and delivered in substitution for, or in lieu of, Securities then outstanding and all Securities presented or delivered to the Trustee on and after the Effective Time for such purpose shall be either restated to give the effect to the Supplemental Indenture or, in lieu thereof, shall bear a legend substantially as follows: The consideration received upon conversion of the principal amount of this Security shall be determined with reference to shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates and the common stock, $0.0001 par value per share, of BioSante Pharmaceuticals, Inc., a Delaware corporation, at a Conversion Price per share of $3.72 as of the consummation of the Merger, such Conversion Price being subject to certain adjustments as set forth in the terms Indenture. Reference herein to “Common Stock of the Company” or the “Company’s Common Stock” shall be deemed to be to the Common Stock of BioSante Pharmaceuticals, Inc. The Indenture, dated as of June 24, 2009, referred to in this Agreement Security has been amended by a Supplemental Indenture dated as of October 14, 2009 to provide for such convertibility. Reference is hereby made to the Supplemental Indenture, copies of which are on file with BioSante Pharmaceuticals, Inc. for a statement of the amendments therein made. Nothing contained in this Supplemental Indenture shall bear require the following holder of any Securities to submit or exchange such Security prior to the consummation of the Merger in order to obtain the benefits of any provisions hereunder. BioSante hereby agrees to provide for the reproduction of the above legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15Securities without materially obscuring the text of the Securities. Anything herein contained to the contrary notwithstanding, 2010, BETWEEN BLACKROCK, INC. (THE “COMPANY”), XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (b) Upon the Trustee shall not at any acquisition by Xxxxxxx Xxxxx time be under any responsibility to acquire or cause any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx shall, Security now or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock hereafter outstanding to BlackRock so that the legend required by be presented or delivered to it for any purpose provided for in this Section 3.4 may be placed thereon (if not so endorsed upon issuance)5.5. (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx PNC or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED IMPLEMENTATION AND STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15DECEMBER 31, 20102008, BETWEEN BLACKROCK, INC. (THE “"COMPANY”), XXXXXXX XXXXX & CO, INC. ") AND XXXXXXX XXXXX THE PNC FINANCIAL SERVICES 14 GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “"AGREEMENT”"), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”" (b) Upon any acquisition by Xxxxxxx Xxxxx PNC or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx PNC shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. . (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii3.2(a)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Voting Securities Beneficially Owned by Xxxxxxx Xxxxx the Stockholder or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15AUGUST 23, 20102006, BETWEEN BLACKROCK, INC. RITE AID CORPORATION (THE “COMPANY”), XXXXXXX THE XXXX XXXXX & CO, GROUP (PJC) INC. AND XXXXXXX XXXXX GROUP, INC.CERTAIN OTHER PERSONS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” (b) Upon any acquisition by Xxxxxxx Xxxxx the Stockholder or any of its Affiliates of additional shares of BlackRock Capital StockVoting Securities, Xxxxxxx Xxxxx the Stockholder shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock Voting Securities to BlackRock the Company so that the legend required by this Section 3.4 2.3 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may The Company shall make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock the Voting Securities in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital StockVoting Securities pursuant to this Agreement, the transferor Transferring Person shall provide BlackRock the Company with such customary certificates, opinions and other documents as BlackRock the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any a Transfer pursuant to Section 3.2(b)(ii2.2(a), (iii) or (iv), BlackRock the Company shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx any Barclays Party or any of its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT AGREEMENT, DATED AS OF NOVEMBER 15DECEMBER 1, 20102009, BETWEEN BLACKROCK, INC. (THE “"COMPANY”"), XXXXXXX XXXXX & CO, INC. BARCLAYS BANK PLC AND XXXXXXX XXXXX GROUP, INC., BARCLAYS BR HOLDINGS S.À R.X. AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “"AGREEMENT”"), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”" (b) Upon any acquisition by Xxxxxxx Xxxxx any Barclays Party or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx such Barclays Party shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15JULY 16, 20102008, BETWEEN AMONG BLACKROCK, INC. (THE “COMPANY”), ) AND XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (b) Upon any acquisition by Xxxxxxx Xxxxx or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx PNC or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED IMPLEMENTATION AND STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15DECEMBER 31, 20102008, BETWEEN BLACKROCK, INC. (THE “"COMPANY”), XXXXXXX XXXXX & CO, INC. ") AND XXXXXXX XXXXX THE PNC FINANCIAL SERVICES GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “"AGREEMENT”"), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”" (b) Upon any acquisition by Xxxxxxx Xxxxx PNC or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx PNC shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii3.2(a)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. Every Security that bears or is required under this Section 2.6(c) to bear the legend set forth in this Section 2.6(c) (a) Each certificate representing shares together with any Common Stock issued upon conversion of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates the Securities and required to bear the legend set forth in Section 2.6(d)), shall be subject to the terms restrictions on transfer set forth in this Section 2.6(c) (including those set forth in the legend set forth below) unless such restrictions on transfer shall be waived by written consent of this Agreement the Company (with written notice to the Trustee), and the Holder of each such Restricted Security, by such Securityholder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Section 2.6(c) and 2.6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Security, any certificate evidencing such Security (and all Securities in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.6(d), if applicable) shall bear a legend in substantially the following legend on form, unless otherwise agreed by the face thereofCompany in writing, with written notice thereof to the Trustee: “THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"); (2) AGREES THAT IT WILL NOT PRIOR TO RESTRICTIONS THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY AND THE LAST DATE ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15, 2010, BETWEEN BLACKROCKWHICH CONCENTRA MANAGED CARE, INC. (THE “"COMPANY”") OR ANY "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE OWNER OF THE SECURITY (THE "RESTRICTION TERMINATION DATE") RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO CHASE BANK OF TEXAS, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), XXXXXXX XXXXX & CO, INC. A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND XXXXXXX XXXXX GROUP, INC.AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR A SUCCESSOR TRUSTEE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”APPLICABLE), COPIES OF (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH AGREEMENT ARE ON FILE HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE PRINCIPAL OFFICE TIME OF SUCH TRANSFER); AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE COMPANY.” SECURITY EVIDENCED HEREBY BEFORE THE RESTRICTION TERMINATION DATE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO CHASE BANK OF TEXAS, N.A., AS TRUSTEE (bOR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE (C) Upon any acquisition by Xxxxxxx Xxxxx OR (D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO CHASE BANK OF TEXAS, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY UPON OR AFTER THE RESTRICTION TERMINATION DATE. Any Security (or any security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of its Affiliates the foregoing legend set forth therein have been satisfied may, upon surrender of additional shares such Security for exchange to the Registrar in accordance with the provisions of BlackRock Capital Stockthis Section 2.6, Xxxxxxx Xxxxx shallto be exchanged for a new Security or Securities, or of like tenor and aggregate principal amount and authorized denominations, which shall cause such Affiliate to, submit not bear the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the restrictive legend required by this Section 3.4 may be placed thereon 2.6(c). Notwithstanding any other provisions of this Indenture (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement other than the restrictions on Transfer provisions set forth in the second paragraph of Section 2.6(a) and in this Agreement. (d) In Section 2.6(c), a Global Security may not be transferred as a whole or in part except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depositary Trust Company to act as Depositary with respect to the Global Securities. Initially, the Global Security shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Securities Custodian for Cede & Co. The Trustee is hereby authorized and requested to execute and deliver a Letter of Representation to the Depositary and, in connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stocksuccessor nominee for the Depositary or any successor Depositary, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its action under this Indenture. If at any time the Depositary for the Global Security notifies the Company that it is unwilling or unable to continue as Depositary for the Security, the transferor shall provide BlackRock Company may appoint a successor Depositary with respect to such customary certificatesSecurity. If a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice, opinions the Company will execute, and other documents as BlackRock may reasonably request the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of Securities, will authenticate and deliver, Securities in certificated form, in an aggregate principal amount equal to assure that the principal amount of the Global Security, in exchange for the Global Security. If a Security in certificated form is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such Transfer complies fully with this Agreement exchange occurs on any Record Date and with applicable securities and other laws. In connection with any Transfer pursuant before the opening of business at such office or agency on the next succeeding Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such Security, but will be payable on such Interest Payment Date only to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove the Person to whom interest in respect of such portion of such Global Security is payable in accordance with the foregoing legend provisions of this Indenture. Securities in certificated form issued in exchange for all or a part of a Global Security pursuant to this Section 2.6 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instruction from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. Upon execution and authentication, the Trustee shall deliver such Securities in certificated form to the Person in whose names such Securities in certificated form are so registered. At such time as all interests in a Global Security have been redeemed, repurchased, converted, canceled, exchanged for Securities in certificated form, or transferred to a transferee who receives Securities in certificated form, such Global Security shall, upon receipt thereof, be canceled by the Trustee. At any time prior to such cancellation, if any interest in a Global Security is appropriate exchanged for Securities in certificated form, redeemed, converted, repurchased or canceled, or transferred to a transferee who receives Securities in certificated form therefor or any Security in certificated form is exchanged or transferred for part of a Global Security, the circumstancesprincipal amount of such Global Security shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Security, by the Trustee, to reflect such reduction or increase. In the event of any transfer of any beneficial interest between the Global Security in accordance with the standing procedures and instructions between the Depositary and the Trustee and the transfer restrictions set forth herein, the aggregate principal amount of each Global Security shall be appropriately increased or decreased, as the case may be, and an endorsement shall be made on each Global Security by the Trustee or the Securities Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Legend on Securities. (a) The Company Securities issued to the Stockholder and its Affiliates in the Merger shall be in book entry form and uncertificated, unless the Stockholder requests otherwise. Each certificate or book-entry notation representing shares of BlackRock Capital Stock Company Securities Beneficially Owned by Xxxxxxx Xxxxx the Stockholder or any of its Affiliates and subject to the terms of this Agreement shall bear the following legend (the “Legend”) on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A THAT CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 1524, 20102019, BY AND BETWEEN BLACKROCK, INC. (THE “COMPANY”), XXXXXXX XXXXX & CO, INC. CXXXXXX SXXXXX CORPORATION AND XXXXXXX XXXXX GROUP, INC.THE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANYCXXXXXX SXXXXX CORPORATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” (b) Upon any acquisition by Xxxxxxx Xxxxx or any the Stockholder of its Affiliates Beneficial Ownership of additional shares of BlackRock Capital StockCompany Securities, Xxxxxxx Xxxxx the Stockholder shall, or shall cause its applicable Affiliate who is the record owner of such Affiliate Company Securities to, as applicable, submit such Company Securities to the certificates representing such shares of BlackRock Capital Stock to BlackRock Company so that the legend Legend (to the extent required by this Section 3.4 ‎Section 3.03) may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may The Company shall make a notation on its records or and/or give instructions to any transfer agents or registrars for BlackRock Capital Stock the Common Shares in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer Transfers of shares of Company Securities Beneficially Owned BlackRock Capital Stockby the Stockholder or any of its Affiliates that is permitted by this Agreement, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock Company shall remove such portion of the foregoing legend Legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15DECEMBER 31, 20102008, BETWEEN BLACKROCK, INC. (THE “"COMPANY”), ") AND XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “"AGREEMENT”"), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”" (b) Upon any acquisition by Xxxxxxx Xxxxx or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each In addition to any other legend that -------------------- may be required, each certificate representing for Equity Securities or any other securities of the Issuer that is issued to any Securityholder shall bear a legend addressing the restrictions imposed on transfer of the shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx in substantially the form set forth below or its Affiliates and subject that is otherwise satisfactory in form to the terms of this Agreement Issuer. To the extent that the share certificates have an existing legend that requires modification, the securityholder shall bear surrender the following certificate to the Issuer so that an appropriate legend may be placed on the face thereof: “certificate or a new certificate issued with such legend. "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION OR NO-ACTION LETTER ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THIS CERTIFICATE ARE SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS AS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS THE SECURITYHOLDERS AGREEMENT, COPIES OF NOVEMBER 15, 2010, BETWEEN BLACKROCK, INC. (THE “WHICH MAY BE OBTAINED UPON REQUEST FROM XXXXXXXX MANUFACTURING COMPANY”), XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INCANY SUCCESSOR THERETO., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”" (b) Upon If any acquisition by Xxxxxxx Xxxxx Equity Securities or any other securities of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock Issuer cease to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions subject to any transfer agents or registrars for BlackRock Capital Stock in order to implement the and all restrictions on Transfer transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificatesIssuer shall, opinions and other documents as BlackRock may reasonably upon the written request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing holder thereof, issue to such holder without charging therefor a new certificate evidencing such Equity Securities or other securities of the Issuer without the second sentence of the legend as is appropriate in the circumstancesrequired by Section 3.2(a) endorsed thereon.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Voting Securities Beneficially Owned by Xxxxxxx Xxxxx the Stockholder or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15AUGUST 23, 20102006, BETWEEN BLACKROCK, INC. RITE AID CORPORATION (THE “COMPANY”), XXXXXXX THE JXXX XXXXX & CO, GROUP (PJC) INC. AND XXXXXXX XXXXX GROUP, INC.CERTAIN OTHER PERSONS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” (b) Upon any acquisition by Xxxxxxx Xxxxx the Stockholder or any of its Affiliates of additional shares of BlackRock Capital StockVoting Securities, Xxxxxxx Xxxxx the Stockholder shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock Voting Securities to BlackRock the Company so that the legend required by this Section 3.4 2.3 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may The Company shall make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock the Voting Securities in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital StockVoting Securities pursuant to this Agreement, the transferor Transferring Person shall provide BlackRock the Company with such customary certificates, opinions and other documents as BlackRock the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any a Transfer pursuant to Section 3.2(b)(ii2.2(a), (iii) or (iv), BlackRock the Company shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx PNC or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED IMPLEMENTATION AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER FEBRUARY 15, 20102006, BETWEEN AMONG BLACKROCK, INC., NEW BOISE, INC. (THE “"COMPANY”), XXXXXXX XXXXX & CO, INC. ") AND XXXXXXX XXXXX THE PNC FINANCIAL SERVICES GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “"AGREEMENT”"), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”" (b) Upon any acquisition by Xxxxxxx Xxxxx PNC or any of its Affiliates of additional shares of New BlackRock Capital Stock, Xxxxxxx Xxxxx PNC shall, or shall cause such Affiliate to, submit the certificates representing such shares of New BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) New BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for New BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned New BlackRock Capital Stock, the transferor shall provide New BlackRock with such customary certificates, opinions and other documents as New BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii3.2(a)(ii), (iii) or (iv), New BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx any Barclays Party or any of its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT AGREEMENT, DATED AS OF NOVEMBER 15DECEMBER 1, 20102009, BETWEEN BLACKROCK, INC. (THE “COMPANY”), XXXXXXX XXXXX & CO, INC. BARCLAYS BANK PLC AND XXXXXXX XXXXX GROUP, INC., BARCLAYS BR HOLDINGS S.À X.X. AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (b) Upon any acquisition by Xxxxxxx Xxxxx any Barclays Party or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx such Barclays Party shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (aEvery Security that bears or is required under this Section 2.6(c) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15, 2010, BETWEEN BLACKROCK, INC. (THE “COMPANY”), XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (b) Upon any acquisition by Xxxxxxx Xxxxx or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. Section 2.6(c) (d) In connection together with any Transfer Common Stock issued upon conversion of shares the Securities and required to bear the legend set forth in Section 2.6(d)), shall be subject to the restrictions on transfer set forth in this Section 2.6(c) (including those set forth in the legend set forth below) unless such restrictions on transfer shall be waived by written consent of Beneficially Owned BlackRock Capital the Company (with written notice to the Trustee), and the Holder of each such Restricted Security, by such Securityholder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Section 2.6(c) and 2.6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two years after the original issuance date of any Security, any certificate evidencing such Security (and all Securities in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the transferor legend set forth in Section 2.6(d), if applicable) shall provide BlackRock bear a legend in substantially the following form, unless otherwise agreed by the Company in writing, with such customary certificateswritten notice thereof to the Trustee: THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other lawsAS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. In connection with any Transfer pursuant to Section 3.2(b)(iiBY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (iii) or (iv2), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.(3), OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"); (2) AGREES THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k)

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx Mxxxxxx Lxxxx or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15, 2010, BETWEEN BLACKROCK, INC. (THE “COMPANY”), XXXXXXX XXXXX MXXXXXX LXXXX & CO, INC. AND XXXXXXX XXXXX MXXXXXX LXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (b) Upon any acquisition by Xxxxxxx Xxxxx Mxxxxxx Lxxxx or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx Mxxxxxx Lxxxx shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15JULY 16, 20102008, BETWEEN AMONG BLACKROCK, INC. (THE “"COMPANY”), ") AND XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “"AGREEMENT”"), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”" (b) Upon any acquisition by Xxxxxxx Xxxxx or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock of the Company Beneficially Owned by Xxxxxxx Xxxxx the Buyer Parties or its any of their respective Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof, together with any additional legends required under the Stock Purchase Agreement or under Applicable Law: “THE PLEDGE, SALE, ASSIGNMENT, TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH CONTAINED IN A CERTAIN THIRD AMENDED STOCKHOLDERS’ AGREEMENT, DATED NOVEMBER 7, 2016, BY AND RESTATED STOCKHOLDER AGREEMENT DATED AS AMONG THE ISSUER OF NOVEMBER 15THESE SECURITIES, 2010, BETWEEN BLACKROCK, INC. (THE “COMPANY”), XXXXXXX XXXXX & CO, INC. HOLDER OF THIS CERTIFICATE AND XXXXXXX XXXXX GROUP, INC.THE OTHER PARTIES NAMED THEREIN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME AMENDED, SUPPLEMENTED, RESTATED OR MODIFIED (THE “STOCKHOLDERS’ AGREEMENT”), COPIES A COPY OF WHICH AGREEMENT ARE IS ON FILE AT IN THE PRINCIPAL OFFICE OF THE COMPANYSECRETARY OF THE ISSUER. ANY ATTEMPTED TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THE STOCKHOLDERS’ AGREEMENT SHALL BE NULL, VOID AND OF NO EFFECT.” (b) Upon any acquisition Acquisition of Beneficial Ownership by Xxxxxxx Xxxxx any of the Buyer Parties or any of its Affiliates of any additional shares Capital Stock of BlackRock Capital Stockthe Company that is subject to this Agreement, Xxxxxxx Xxxxx such Buyer Party shall, or shall cause such Affiliate to, submit the certificates certificate(s) representing such shares of BlackRock Capital Stock to BlackRock the Company so that the legend required by this Section 3.4 3.3 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may The Company shall make a notation on its records or give instructions to any transfer agents or registrars for BlackRock the Capital Stock of the Company in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares Capital Stock of Beneficially Owned BlackRock Capital Stockthe Company pursuant to this Agreement, the transferor Transferring Person shall provide BlackRock the Company with such customary certificates, opinions and other documents as BlackRock the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing After the consummation of the Merger, any Securities authenticated and delivered in substitution for, or in lieu of, Securities then outstanding and all Securities presented or delivered to the Trustee on and after the Effective Time for such purpose shall be either restated to give the effect to the Supplemental Indenture or, in lieu thereof, shall bear a legend substantially as follows: The consideration received upon conversion of the principal amount of this Security shall be determined with reference to shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates and the common stock, $0.0001 par value per share, of BioSante Pharmaceuticals, Inc., a Delaware corporation, at a Conversion Price per share of $49.78 as of the consummation of the Merger, such Conversion Price being subject to certain adjustments as set forth in the terms Indenture. Reference herein to “Common Stock of the Company” or the “Company’s Common Stock” shall be deemed to be to the Common Stock of BioSante Pharmaceuticals, Inc. The Indenture, dated as of October 20, 2004, referred to in this Agreement Security has been amended by a Supplemental Indenture dated as of October 14, 2009 to provide for such convertibility. Reference is hereby made to the Supplemental Indenture, copies of which are on file with BioSante Pharmaceuticals, Inc. for a statement of the amendments therein made. Nothing contained in this Supplemental Indenture shall bear require the following holder of any Securities to submit or exchange such Security prior to the consummation of the Merger in order to obtain the benefits of any provisions hereunder. BioSante hereby agrees to provide for the reproduction of the above legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15Securities without materially obscuring the text of the Securities. Anything herein contained to the contrary notwithstanding, 2010, BETWEEN BLACKROCK, INC. (THE “COMPANY”), XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (b) Upon the Trustee shall not at any acquisition by Xxxxxxx Xxxxx time be under any responsibility to acquire or cause any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx shall, Security now or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock hereafter outstanding to BlackRock so that the legend required by be presented or delivered to it for any purpose provided for in this Section 3.4 may be placed thereon (if not so endorsed upon issuance)5.5. (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Voting Securities Beneficially Owned by Xxxxxxx Xxxxx the Shareholder or its any of the Controlled Affiliates and subject to the terms of this Agreement shall bear the following legend legends (the “Legends”) on the face thereof: thereof (it being understood that if such shares are not certificated, other appropriate restrictions shall be implemented to give effect to the provisions of this Section 8.2): (i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A THAT CERTAIN THIRD AMENDED AND RESTATED STOCKHOLDER AGREEMENT SHAREHOLDER AGREEMENT, DATED AS OF NOVEMBER 15DECEMBER 16, 20102015, BETWEEN BLACKROCK, INC. (THE “COMPANY”), XXXXXXX XXXXX & COAVANGRID, INC. AND XXXXXXX XXXXX GROUPIBERDROLA, INC.S.A., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF AVANGRID, INC.” (ii) “THE COMPANYSHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” (b) Upon any acquisition by Xxxxxxx Xxxxx the Shareholder or any Controlled Affiliate of its Affiliates Beneficial Ownership of additional shares of BlackRock Capital StockVoting Securities, Xxxxxxx Xxxxx the Shareholder shall, or shall cause any such Controlled Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock Voting Securities to BlackRock the Company so that the legend Legends (to the extent required by this Section 3.4 8.2 and, in the case of Section 8.2(a)(ii), to the extent applicable) may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records Upon request of the Shareholder and receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such Legend is no longer required under the Securities Act and applicable state laws, the Company shall promptly cause all or give instructions the applicable portion of the Legend to be removed from any transfer agents certificate for any Voting Securities Beneficially Owned by the Shareholder or registrars for BlackRock Capital Stock any of the Controlled Affiliates to be Transferred in order to implement accordance with the restrictions on Transfer set forth in terms of this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.

Legend on Securities. (a) Each certificate representing shares of BlackRock Capital Stock Beneficially Owned by Xxxxxxx Xxxxx or its Affiliates and subject to the terms of this Agreement shall bear the following legend on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN THIRD SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 15DECEMBER 31, 20102008, BETWEEN BLACKROCK, INC. (THE “COMPANY”), ) AND XXXXXXX XXXXX & CO, INC. AND XXXXXXX XXXXX GROUP, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (b) Upon any acquisition by Xxxxxxx Xxxxx or any of its Affiliates of additional shares of BlackRock Capital Stock, Xxxxxxx Xxxxx shall, or shall cause such Affiliate to, submit the certificates representing such shares of BlackRock Capital Stock to BlackRock so that the legend required by this Section 3.4 may be placed thereon (if not so endorsed upon issuance). (c) BlackRock may make a notation on its records or give instructions to any transfer agents or registrars for BlackRock Capital Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Beneficially Owned BlackRock Capital Stock, the transferor shall provide BlackRock with such customary certificates, opinions and other documents as BlackRock may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws. In connection with any Transfer pursuant to Section 3.2(b)(ii), (iii) or (iv), BlackRock shall remove such portion of the foregoing legend as is appropriate in the circumstances.