Common use of Legend on Share Certificates Clause in Contracts

Legend on Share Certificates. All share certificates issued by the Company (including existing certificates) shall have typed or otherwise written thereon the following legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR THE SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTS.

Legend on Share Certificates. All share certificates issued Each certificate representing any Investor Shares or Other Shares shall be endorsed by the Company (including existing certificates) shall have typed or otherwise written thereon the following legendswith a legend reading substantially as follows: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS AND . THEY MAY NOT BE SOLD, TRANSFERREDOFFERED FOR SALE, ASSIGNED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND IN EFFECT WITH RESPECT TO THE SECURITIES HAVE BEEN REGISTERED UNDER SUCH ACT OR QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR THE SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING COMPANY THAT SUCH SALEREGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A STOCK PURCHASE AGREEMENT, TRANSFERVOTING AGREEMENT, ASSIGNMENT OR HYPOTHECATION IS EXEMPT AND INVESTORS’ RIGHTS AGREEMENT, AS EACH MAY BE AMENDED FROM TIME TO TIME (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION REQUIREMENTS COMPANY WITHOUT COST UPON WRITTEN REQUEST), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THE ACT SAID STOCK PURCHASE AGREEMENT, VOTING AGREEMENT, AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTSINVESTORS’ RIGHTS AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

Legend on Share Certificates. All (a) Certificates issued for common shares, including without limitation common shares issued upon the conversion of Convertible Securities, after the date of this Agreement but prior to the close of business on the earlier of the Separation Time and the Expiration Time shall evidence one Right for each common share certificates issued by the Company (including existing certificates) represented thereby and shall have typed impressed on, printed on, written on or otherwise written thereon affixed to them a legend in substantially the following legendsform: “UNTIL THE SECURITIES REPRESENTED BY SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ARE SUBJECT ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET OUT IN THE PROVISIONS OF A SHAREHOLDERS AGREEMENT SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF OCTOBER 19THE DECEMBER 13, 2016 AMONG 2010, AS AMENDED FROM TIME TO TIME ("THE CORPORATION RIGHTS AGREEMENT"), BETWEEN CORNERSTONE CAPITAL RESOURCES INC. (THE "CORPORATION") AND ALL COMPUTERSHARE TRUST COMPANY OF CANADA, AS RIGHTS AGENT, THE SHAREHOLDERS THEREOF, TERMS OF WHICH AGREEMENT CONTAINS RESTRICTIONS ARE INCORPORATED BY REFERENCE ANDA COPY OF WHICH IS ON FILE AND MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE RIGHT PRINCIPAL EXECUTIVE OFFICES OF THE HOLDER HEREOF TO SELLCORPORATION. UNDER CERTAIN CIRCUMSTANCES, EXCHANGEAS SET OUT IN THE RIGHT'S AGREEMENT SUCH RIGHTS MAY BE AMENDED, TRANSFERREDEEMED, ASSIGNMAY EXPIRE, GIFTMAY BECOME NULL AND VOID (IF, PLEDGEIN CERTAIN CASES, ENCUMBERTHEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON" AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT,, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY A TRANSFEREE THEREOF) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER CERTIFICATE. THE SECURITIES ACT CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF 1933, AS AMENDED, (A COPY OF THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR THE SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION RIGHTS AGREEMENT' TO THE REGISTRATION REQUIREMENTS UNDER HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS IS REASONABLY PRACTICABLE AFTER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION RECEIPT OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTSA WRITTEN REQUEST THEREFOR. Certificates representing common shares that are issued and outstanding as at the date of this Rights Plan shall evidence one Right for each common share evidenced thereby notwithstanding the absence of the foregoing legend until the earlier of the Separation Time and the Expiration Time.

Legend on Share Certificates. All share certificates Each certificate for the Shares (and any other securities issued by in respect of the Company (including existing certificatesShares) shall have typed be stamped or otherwise written thereon imprinted with a legend in substantially the following legendsform: “THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (. IN THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE ACT COVERING SUCH SECURITIES AND HOLDER SHALL HAVE FIRST FURNISHED THE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR THE SALE IS MADE IN ACCORDANCE COMPANY WITH AN EXEMPTION INFORMATION AS TO THE REGISTRATION REQUIREMENTS UNDER PROPOSED DISPOSITION AND, IF REASONABLY REQUESTED BY THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES COMPANY, OBTAINED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE DISPOSITION MAY BE MADE WITHOUT REGISTRATION REQUIREMENTS OF THE ACT AND SECURITIES UNDER SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTSACT." The legend shall be removed by the Company upon delivery to it of an opinion of counsel in form and substance satisfactory to the Company that a registration statement under the Securities Act is at the time in effect with respect to the legended security or that such security can be freely transferred without such registration statement being in effect. (Remainder of page intentionally left blank) The foregoing agreement is hereby executed as of the date first above written. INTERACTIVE NETWORK, INC. By: /s/ Xxxxx X. Xxxxxxx ---------------------------- Title: President ---------------------------- TCI DEVELOPMENT CORPORATION, INC. By: /s/ ---------------------------- Title: ---------------------------- /s/ Xxxxx X. Xxxxxxx -------------------------------- XXXXX X. XXXXXXX EXHIBIT A --------- Attached hereto as Appendix I are excerpts from the Company's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 1992, filed with the Securities and Exchange Commission. Attached hereto as Appendix II is an excerpt from the Company's Prospectus dated November 6, 1991. Attached hereto as Appendix III is Section 7.6 of the Gannett Purchase Agreement. The excerpts contained in the foregoing Appendices describe all material agreements with respect to the Company's Intellectual Property. As of the date hereof, the provisions excerpted in Appendix III have not resulted in any definitive agreements between the Company and Gannett. In addition, attached hereto as Appendix IV is a list of the Company's patents and its trademark and service xxxx registrations and applications. APPENDIX I ---------- LICENSING AGREEMENTS

Legend on Share Certificates. All share (a) The certificates issued by representing the Company (including existing certificates) Share Equivalents shall have include an endorsement typed or otherwise written conspicuously thereon of the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS AND LAWS. THESE SECURITIES MAY NOT BE SOLDOFFERED, TRANSFERREDRESOLD, ASSIGNED ASSIGNED, TRANSFERRED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED EXEMPT FROM REGISTRATION UNDER ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS’ AGREEMENT DATED AS OF APRIL 30, 2012 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR THE SALE IS MADE OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANYSUCH AGREEMENT.” In the event that any Share Equivalents shall become freely tradable under the securities Laws, STATING THAT SUCH SALEthe Parent shall, TRANSFERupon the written request of the holder thereof, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTSissue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 5.3. In the event that any Share Equivalents shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Parent shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 5.3.

Legend on Share Certificates. All share certificates issued by of the Company (including existing certificates) issued in physical form to any of the Shareholders thereof, shall have typed or otherwise written thereon bear the following legendslegend, as well as any other legends required under any Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE THESE SHARES ARE SUBJECT TO THE PROVISIONS TERMS AND CONDITIONS OF A SHAREHOLDERS THE AGREEMENT DATED AS OF OCTOBER 19, 2016 22 JANUARY 2024 BY AND AMONG THE CORPORATION SHAREHOLDERS OF THE COMPANY (AS AMENDED) AND ALL ITS CERTIFICATE OF INCORPORATION AND BYLAWS. A COPY OF SUCH AGREEMENT IS ON FILE AT THE SHAREHOLDERS THEREOFREGISTERED OFFICES OF THE COMPANY. THE SALE, WHICH AGREEMENT CONTAINS TRANSFER OR OTHER DISPOSITION OF THESE SHARES IS SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING CERTAIN RESTRICTIONS ON THE RIGHT TRANSFERABILITY) OF THE HOLDER HEREOF AGREEMENT AND SUCH SHARES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH. ANY ATTEMPT TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE TRANSFER OR OTHERWISE ALIENATE DISPOSE OF THESE SHARES OTHER THAN IN COMPLIANCE WITH THE SECURITIES REPRESENTED HEREBY AGREEMENT SHALL BE NULL AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVENVOID. THE SECURITIES EVIDENCED BY THIS CERTIFICATE IN ADDITION, THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “SECURITIES ACT”) OR UNDER WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES LAWS OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED PLEDGED OR HYPOTHECATED UNLESS THERE IS OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR THE SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTSACT.”

Legend on Share Certificates. All share (a) The certificates issued by representing the Company (including existing certificates) Shares shall have include an endorsement typed or otherwise written conspicuously thereon of the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “ACT”) ), OR UNDER ANY STATE SECURITIES LAWS LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A MANAGEMENT MEMBERS’ AGREEMENT (THE “AGREEMENT”) DATED NOVEMBER 1, 2005 AND MAY NOT BE VOTED, SOLD, TRANSFERRED, ASSIGNED TRANSFERRED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR THE SALE IS MADE OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANYSUCH AGREEMENT.” In the event that any Shares shall cease to be Restricted Shares, STATING THAT SUCH SALEthe Company shall, TRANSFERupon the written request of the holder thereof and the delivery of the certificates representing such Shares to the Company for cancellation, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTSissue to such holder a new certificate representing such Shares without the first two sentences of the legend required by this Section 5.2. In the event that any Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Shares without the third sentence of the legend required by this Section 5.2.

Legend on Share Certificates. All share certificates issued representing Shares now or hereafter held by the Company (including existing certificates) shall have typed or otherwise written thereon a Preferred Stockholder will be endorsed with the following legendslegend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “"ACT”") OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED TRANSFERRED OR HYPOTHECATED OTHERWISE DISPOSED OF UNLESS THERE IS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR THE SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND (B) THE COMPANY RECEIVES HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING COUNSEL) THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION PROPOSED DISPOSITION IS EXEMPT FROM SUCH REGISTRATION. THE REGISTRATION REQUIREMENTS SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A PREFERRED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER __, 2001. A COPY OF SUCH AGREEMENT IS ON FILE AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS AND MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTSCOMPANY."

Legend on Share Certificates. All share (a) The certificates issued by representing the Company (including existing certificates) Share Equivalents shall have include an endorsement typed or otherwise written conspicuously thereon of the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS AND LAWS. THESE SECURITIES MAY NOT BE SOLDOFFERED, TRANSFERREDRESOLD, ASSIGNED ASSIGNED, TRANSFERRED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED EXEMPT FROM REGISTRATION UNDER ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A MAJOR STOCKHOLDERS’ AGREEMENT DATED AS OF APRIL 30, 2012 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR THE SALE IS MADE OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANYSUCH AGREEMENT.” In the event that any Share Equivalents shall become freely tradable under the securities Laws, STATING THAT SUCH SALEthe Parent shall, TRANSFERupon the written request of the holder thereof, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTSissue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.4. In the event that any Share Equivalents shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Parent shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.4.

Legend on Share Certificates. All share (a) The certificates issued by representing the Company (including existing certificates) Restricted Shares shall have include an endorsement typed or otherwise written conspicuously thereon of the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS AND LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED RESOLD OR HYPOTHECATED TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED EXEMPT FROM REGISTRATION UNDER ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A MANAGEMENT STOCKHOLDERS AGREEMENT DATED AS OF MARCH 7, 2006 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR THE SALE IS MADE OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANYSUCH AGREEMENT.” In the event that any Share Equivalents shall cease to be Restricted Shares, STATING THAT SUCH SALEthe Company shall, TRANSFERupon the written request of the holder thereof, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTSissue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 6.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 6.3.

Legend on Share Certificates. All share (a) The certificates issued by representing the Company (including existing certificates) Restricted Shares shall have include an endorsement typed or otherwise written conspicuously thereon of the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 19, 2016 AMONG THE CORPORATION AND ALL THE SHAREHOLDERS THEREOF, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SECURITIES REPRESENTED HEREBY AND NOTICE OF THOSE RESTRICTIONS IS HEREBY GIVEN. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF MAY 31, 2007 (AS MAY BE AMENDED FROM TIME TO TIME) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED TRANSFERRED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES AND THE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR THE SALE IS MADE OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AN EXEMPTION TO THE REGISTRATION REQUIREMENTS UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES REGISTRATION AND QUALIFICATION REQUIREMENTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANYSUCH AGREEMENT.” In the event that any Share Equivalents shall cease to be Restricted Shares, STATING THAT SUCH SALEthe Company shall, TRANSFERupon the written request of the holder thereof, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH APPLICABLE STATE SECURITIES REGISTRATION OR QUALIFICATION REQUIREMENTSissue to such holder a new certificate representing such Share Equivalents without the first paragraph of the legend required by this Section 5.3. In the event that any Securities shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof, issue to such holder a new certificate representing such Share Equivalents without the second paragraph of the legend required by this Section 5.3.