Common use of Legend on Stock Certificates Clause in Contracts

Legend on Stock Certificates. Certificates evidencing the Restricted Shares, if issued, may have the following legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant to an effective registration statement under the Securities Act. Certificates evidencing the Restricted Shares, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificate.

Legend on Stock Certificates. Certificates evidencing If one or more certificates for all or any portion of the Restricted SharesShares are issued in the Participant’s name under this Agreement before such Restricted Shares become vested, if issued, may have the certificates shall bear the following legend, or any alternate legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant that counsel to an effective registration statement under the Securities Act. Certificates evidencing the Restricted SharesCompany believes is necessary or desirable, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended facilitate compliance with applicable securities or other laws: “The securities represented by this Certificate are subject to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability transfer specified in the Restricted Stock Award Agreement dated as of the Award Date between the issuer (the “Company”) and the holder named on this Certificate, and the Company reserves the right to a stockholder on refuse the transfer of such securities, whether voluntary, involuntary or by operation of law, until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.” If any such Restricted Shares are not represented by certificate(s) prior to their vesting, but are instead maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account shall bear an appropriate notation to the effect that the Restricted Shares included therein are subject to the restrictions of this Agreement. Such statement shall also Whether maintained in certificated or uncertificated book entry form, the Company may instruct its transfer agent to impose stop transfer instructions with respect to any such unvested Restricted Shares. The foregoing legend or notation and stop transfer instructions will be sent on request removed from the certificates evidencing or account maintained for all or any portion of the Restricted Shares after the conditions set forth in Sections 4 and without charge 5 hereof have been satisfied as to stockholders who are issued shares without a certificatesuch Restricted Shares.

Legend on Stock Certificates. Certificates evidencing If one or more certificates for all or any portion of the Restricted SharesShares are delivered in the Participant’s name under this Agreement before such Restricted Shares become vested, if issued, may have the certificates shall bear the following legend, or any alternate legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant that counsel to an effective registration statement under the Securities Act. Certificates evidencing the Restricted SharesCompany believes is necessary or desirable, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended facilitate compliance with applicable securities or other laws: “The securities represented by this Certificate are subject to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability transfer specified in the Restricted Stock Award Agreement dated as of the Award Date between the issuer (the “Company”) and the holder named on this Certificate, and the Company reserves the right to a stockholder on refuse the transfer of such securities, whether voluntary, involuntary or by operation of law, until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.” If any such Restricted Shares are not represented by certificate(s) prior to their vesting, but are instead maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account shall bear an appropriate notation to the effect that the Restricted Shares included therein are subject to the restrictions of this Agreement. Such statement shall also Whether maintained in certificated or uncertificated book entry form, the Company may instruct its transfer agent to impose stop transfer instructions with respect to any such unvested Restricted Shares. The foregoing legend or notation and stop transfer instructions will be sent on request removed from the certificates evidencing or account maintained for all or any portion of the Restricted Shares after the conditions set forth in Sections 4 and without charge 5 hereof have been satisfied as to stockholders who are issued shares without a certificatesuch Restricted Shares.

Legend on Stock Certificates. Certificates evidencing (a) In addition to any legends required by applicable Law, (i) each stock certificate representing any Seller Shares shall bear a legend in substantially the form set forth in paragraph (b) below for so long as this Agreement remains in effect, and (ii) each stock certificate representing any Purchaser Shares shall bear a legend in substantially the form set forth in paragraph (b) below until the expiration or termination of the Purchaser Share Restricted Period. (b) The restrictive legend referenced in paragraph (a) above shall be in substantially the following form: “The shares represented by this certificate are subject to that certain Stockholders Agreement, dated March 6, 2015, and all amendments thereto, copies of which are on file at the principal office of the Company, and voluntary or involuntary sale, pledge, assignment, hypothecation, gift, or other disposition or transfer (as defined in such Stockholders Agreement) of the shares represented by this certificate or any interest therein shall be subject to the terms of such Stockholders Agreement and the shares represented hereby shall remain subject to the terms of such Stockholders Agreement notwithstanding any such Transfer.” (c) The Stockholders hereby agree to immediately submit to the Company the stock certificates held by each of them representing the Seller Shares or Purchaser Shares, if issuedas the case may be, may have for inscription of the following aforesaid restrictive legend and statements thereon. (d) Notwithstanding the foregoing or anything to the contrary contained herein, the enforceability of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933this Agreement, AS AMENDEDincluding, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALEwithout limitation, SOLDthe proxy granted hereby, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required affected by the fact that the stock certificates representing any Seller Shares or Purchaser Shares have not been delivered as provided for herein or that such stock certificates may not bear any shares of Stock issued pursuant to an effective registration statement under the Securities Act. Certificates evidencing the Restricted Shares, legend with respect to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice provisions of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificateAgreement.

Legend on Stock Certificates. Certificates evidencing the Restricted Shares, if issued, may have Each certificate representing Shares which are subject to this Agreement shall be endorsed with the following legend and statements of other (in addition to any legend required by applicable restrictions endorsed thereon: state securities or "blue sky" laws): "THE SHARES OF STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWSAMENDED (THE "SECURITIES ACT"). THE SHARES MAY NOT BE OFFERED FOR NO SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNLESS EFFECTED IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWSOR "BLUE SKY" LAWS AND THE RESTRICTIONS ON TRANSFER SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF JULY 1, 2002, AND ANY AMENDMENTS THERETO, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. This legend shall not be required NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH STOCKHOLDERS AGREEMENT." Any stock certificate issued at any time in exchange or substitution for any shares certificate bearing such legend (except a new certificate issued upon the completion of Stock issued pursuant to an effective registration statement under a public distribution of securities of the Securities Act. Certificates evidencing Company represented thereby) shall also bear such legend, unless in the Restricted Sharesopinion of counsel, reasonably acceptable to the extent appropriate at Company, the time, shall also have noted conspicuously Shares represented thereby need no longer be subject to restrictions contained in Section 2 of this Agreement. The Company agrees that it will not transfer on the certificates a legend intended to give all persons full notice its books any certificate for Shares in violation of the existence provisions of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificateAgreement.

Legend on Stock Certificates. Certificates evidencing (a) Each certificate representing any Securities now owned or hereafter acquired by the Restricted SharesStockholders, if issuedor issued by the Company after the date hereof, may have shall be endorsed by the following Company with a legend and statements of other applicable restrictions endorsed thereonreading substantially as follows: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER “THE SECURITIES ACT OF 1933EVIDENCED HEREBY ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT, AS AMENDEDMAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), OR AND BY ACCEPTING ANY STATE LAWSINTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT STOCKHOLDERS’ AGREEMENT.” (b) Each of the Company and the Stockholders agree that the Company shall impose transfer restrictions on the Securities represented by certificates bearing the legend referred to in this Section 14.13 to enforce the provisions of this Stockholders’ Agreement. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This The legend shall not be removed, unless none of the restrictions contained in Articles II, III, IV, V, VI, VII, VIII, IX, X and XI remain in effect with respect to such Securities. (c) The Company, by its execution of this Stockholders’ Agreement, agrees that it will cause the certificates evidencing any Securities now owned or hereafter acquired by the Stockholders, or issued by the Company after the date hereof, to bear the legend required for by this Section 14.13, and it shall supply, free of charge, a copy of this Stockholders’ Agreement to any shares holder of Stock issued pursuant a certificate evidencing Securities upon written request from such holder to an effective registration statement under the Company at its principal executive office. The parties to this Stockholders’ Agreement hereby agree that the failure to cause the certificates evidencing the Securities Act. Certificates evidencing to bear the Restricted Shareslegend required by this Section 14.13 and/or the failure of the Company to supply, to the extent appropriate at the timefree of charge, a copy of this Stockholders’ Agreement as provided hereunder, shall also have noted conspicuously on not affect the certificates a legend intended to give all persons full notice validity or enforcement of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificateStockholders’ Agreement.

Legend on Stock Certificates. Certificates evidencing the Restricted Shares, if issued, may have the following legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant to an effective registration statement under the Securities Act. Certificates evidencing the Restricted Option Shares, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of any other the conditions, restrictions, rights and obligations set forth in this Award herein and in the PlanPlan such as: TRANSFER IS RESTRICTED ---------------------- THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT COVERING SUCH SECURITIES, (2) THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR (3) THE ISSUER 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 SUCH ACT. Instead of the foregoing legend, the certificate may state Optionee agrees that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request may also endorse any other legends it deems necessary and without charge. Such statement shall also advisable or as may be sent on request and without charge to stockholders who are issued shares without a certificaterequired by applicable federal or state securities laws.

Legend on Stock Certificates. Certificates evidencing the Restricted Shares, if issued, may have (a) Each certificate representing shares of capital stock that are subject to this Agreement shall bear a legend substantially in the following legend and statements of other applicable restrictions endorsed thereonform: "THE SHARES SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF STOCK THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER AND THE SECURITIES ACT RIGHTS OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED AS OF ________________, 1998, AMONG iVILLAGE INC. AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE ISSUER SECRETARY OF iVILLAGE INC." provided, however, that all certificates previously issued for capital stock subject to this Agreement and held by any of the parties hereto may continue to bear the legend set forth thereon that is substantially similar to the foregoing legend. (WHICH, IN b) Each certificate issued pursuant to the Voting Trust Agreement shall bear a legend substantially in the following form: "THE SOLE DISCRETION RIGHTS OF THE ISSUERHOLDER OF THIS CERTIFICATE ARE SUBJECT TO AND LIMITED BY THE TERMS OF THE STOCKHOLDERS' AGREEMENT AMONG iVILLAGE INC. AND ITS STOCKHOLDERS." (c) Upon the consummation of a Qualified Public Offering, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for the holders of any shares of Stock issued pursuant capital stock bearing the legends described in subsection (a) or (b) above shall be entitled to an effective registration statement under receive from the Securities Act. Certificates evidencing Corporation, without expense, a new certificate not bearing the Restricted Shares, restrictive legends described in subsection (a) or (b) and not containing any other reference to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in restrictions imposed by this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificateAgreement.

Legend on Stock Certificates. Certificates evidencing (a) In addition to any legends required by applicable Law, (i) each stock certificate representing any Seller Shares shall bear a legend in substantially the Restricted Shares, if issued, may have form set forth in paragraph (b) below for so long as this Agreement remains in effect. (b) The restrictive legend referenced in paragraph (a) above shall be in substantially the following form: “The shares represented by this certificate are subject to that certain Stockholders Agreement, dated June 19, 2017, and all amendments thereto, copies of which are on file at the principal office of the Company, and voluntary or involuntary sale, pledge, assignment, hypothecation, gift, or other disposition or transfer (as defined in such Stockholders Agreement) of the shares represented by this certificate or any interest therein shall be subject to the terms of such Stockholders Agreement and the shares represented hereby shall remain subject to the terms of such Stockholders Agreement notwithstanding any such Transfer.” (c) The Sellers hereby agree to immediately submit to the Company the stock certificates held by each of them representing the Seller Shares for inscription of the aforesaid restrictive legend and statements thereon. (d) Notwithstanding the foregoing or anything to the contrary contained herein, the enforceability of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933this Agreement, AS AMENDEDincluding, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALEwithout limitation, SOLDthe proxy granted hereby, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required affected by the fact that the stock certificates representing any Seller Shares have not been delivered as provided for herein or that such stock certificates may not bear any shares of Stock issued pursuant to an effective registration statement under the Securities Act. Certificates evidencing the Restricted Shares, legend with respect to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice provisions of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificateAgreement.

Legend on Stock Certificates. Certificates evidencing If one or more certificates for all or any portion of the Restricted SharesShares are delivered in the Participant's name under this Agreement before such Restricted Shares become vested, if issued, may have the certificates shall bear the following legend, or any alternate legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant that counsel to an effective registration statement under the Securities Act. Certificates evidencing the Restricted SharesCompany believes is necessary or desirable, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended facilitate compliance with applicable securities or other laws: “The securities represented by this Certificate are subject to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability transfer specified in the Restricted Stock Award Agreement dated as of the Award Date between the issuer (the "Company") and the holder named on this Certificate, and the Company reserves the right to a stockholder on refuse the transfer of such securities, whether voluntary, involuntary or by operation of law, until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge." If any such Restricted Shares are not represented by certificate(s) prior to their vesting, but are instead maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account shall bear an appropriate notation to the effect that the Restricted Shares included therein are subject to the restrictions of this Agreement. Such statement shall also Whether maintained in certificated or uncertificated book entry form, the Company may instruct its transfer agent to impose stop transfer instructions with respect to any such unvested Restricted Shares. The foregoing legend or notation and stop transfer instructions will be sent on request removed from the certificates evidencing or account maintained for all or any portion of the Restricted Shares after the conditions set forth in Sections 4 and without charge 5 hereof have been satisfied as to stockholders who are issued shares without a certificatesuch Restricted Shares.

Legend on Stock Certificates. Certificates evidencing (a) In addition to any legends required by applicable law, (i) each stock certificate representing any Seller Shares or Symmetric Shares shall bear a legend in substantially the Restricted form set forth in paragraph (b) below for so long as this Agreement remains in effect. (b) The restrictive legend referenced in paragraph (a) above shall be in substantially the following form: “The shares represented by this certificate are subject to that certain Stockholders Agreement, dated October 7, 2016, and all amendments thereto, copies of which are on file at the principal office of the Company, and voluntary or involuntary sale, pledge, assignment, hypothecation, gift, or other disposition or transfer (as defined in such Stockholders Agreement) of the shares represented by this certificate or any interest therein shall be subject to the terms of such Stockholders Agreement and the shares represented hereby shall remain subject to the terms of such Stockholders Agreement notwithstanding any such Transfer.” (c) The Stockholders hereby agree to immediately submit to the Company the stock certificates held by each of them representing the Seller Shares or Symmetric Shares, if issuedas the case may be, may have for inscription of the following aforesaid restrictive legend and statements thereon. (d) Notwithstanding the foregoing or anything to the contrary contained herein, the enforceability of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933this Agreement, AS AMENDEDincluding, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALEwithout limitation, SOLDthe proxy granted hereby, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required affected by the fact that the stock certificates representing any Seller Shares or Symmetric Shares have not been delivered as provided for herein or that such stock certificates may not bear any shares of Stock issued pursuant to an effective registration statement under the Securities Act. Certificates evidencing the Restricted Shares, legend with respect to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice provisions of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificateAgreement.

Legend on Stock Certificates. Certificates evidencing (a) In addition to any legends required by applicable Law, (i) each stock certificate representing any Seller Shares shall bear a legend in substantially the Restricted Shares, if issued, may have form set forth in paragraph (b) below for so long as this Agreement remains in effect. (b) The restrictive legend referenced in paragraph (a) above shall be in substantially the following form: “The shares represented by this certificate are subject to that certain Stockholders Agreement, dated February 9, 2018, and all amendments thereto, copies of which are on file at the principal office of the Company, and voluntary or involuntary sale, pledge, assignment, hypothecation, gift, or other disposition or transfer (as defined in such Stockholders Agreement) of the shares represented by this certificate or any interest therein shall be subject to the terms of such Stockholders Agreement and the shares represented hereby shall remain subject to the terms of such Stockholders Agreement notwithstanding any such Transfer.” (c) The Sellers hereby agree to immediately submit to the Company the stock certificates held by each of them representing the Seller Shares for inscription of the aforesaid restrictive legend and statements thereon. (d) Notwithstanding the foregoing or anything to the contrary contained herein, the enforceability of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933this Agreement, AS AMENDEDincluding, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALEwithout limitation, SOLDthe proxy granted hereby, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required affected by the fact that the stock certificates representing any Seller Shares have not been delivered as provided for herein or that such stock certificates may not bear any shares of Stock issued pursuant to an effective registration statement under the Securities Act. Certificates evidencing the Restricted Shares, legend with respect to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice provisions of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificateAgreement.

Legend on Stock Certificates. Certificates evidencing If one or more certificates for all or any portion of the Restricted SharesShares are delivered in the Participant's name under this Agreement before such Restricted Shares become vested, if issued, may have the certificates shall bear the following legend, or any alternate legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant that counsel to an effective registration statement under the Securities Act. Certificates evidencing the Restricted SharesCompany believes is necessary or desirable, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended facilitate compliance with applicable securities or other laws: “The securities represented by this Certificate are subject to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability transfer specified in the Restricted Stock Award Agreement dated as of the Award Date between the issuer (the "Company") and the holder named on this Certificate, and the Company reserves the right to a stockholder on refuse the transfer of such securities, whether voluntary, involuntary or by operation of law, until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge." 2016 Long-Term Incentive Grant-EPS Minimum If any such Restricted Shares are not represented by certificate(s) prior to their vesting, but are instead maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account shall bear an appropriate notation to the effect that the Restricted Shares included therein are subject to the restrictions of this Agreement. Such statement shall also Whether maintained in certificated or uncertificated book entry form, the Company may instruct its transfer agent to impose stop transfer instructions with respect to any such unvested Restricted Shares. The foregoing legend or notation and stop transfer instructions will be sent on request removed from the certificates evidencing or account maintained for all or any portion of the Restricted Shares after the conditions set forth in Sections 4 and without charge 5 hereof have been satisfied as to stockholders who are issued shares without a certificatesuch Restricted Shares.