Common use of Legends on Certificates Clause in Contracts

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Purchased or Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Purchased or Lock-Up Shares shall bear the following legendsRESTRICTED CONTROL STOCK or similar legend and the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up (a) Each certificate representing Restricted Shares now or hereafter owned shall (unless otherwise permitted by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall Agreement) bear legends substantially similar to the following legends(in addition to any legend required under applicable state securities laws), and a comparable notation or other arrangement will be made with respect to any uncertificated Restricted Shares: THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLDSOLD OR OFFERED FOR SALE, ASSIGNEDPLEDGED, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS LAW OR UNLESS THE CORPORATION RECEIVES COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLENOT REQUIRED TO EFFECTUATE SUCH TRANSACTION. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION TRANSFER OR OTHER ENCUMBRANCE OR DISPOSITION PLEDGE OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS’ AGREEMENT AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS SECURITIES, AS THE SAME MAY BE MADE ONLY AMENDED AND IN ACCORDANCE WITH THE TERMS EFFECT FROM TIME TO TIME. COPIES OF A LOCK-UP AGREEMENT, A COPY OF WHICH SUCH AGREEMENT MAY BE EXAMINED AT OBTAINED UPON WRITTEN REQUEST TO THE OFFICE SECRETARY OF THE CORPORATIONCOMPANY. (b) The Company shall reissue certificates without all or such portion of the legends set forth above at the request of any Stockholder if such Stockholder shall have obtained an opinion of counsel at its expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the Restricted Shares proposed for Transfer may lawfully be Transferred without registration, qualification or legend.

Legends on Certificates. All Lock-Up Shares now 3.1 During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be instrument representing Corporation Securities subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates or instruments representing Corporation Securities that shall hereafter be issued and that are subject to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED ON OR ABOUT APRIL 5, 2022, BY AND AMONG THE CORPORATION AND THE OTHER PARTIES THERETO, AS THE SAME MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENTAMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. UPON WRITTEN REQUEST, A COPY OF WHICH MAY SUCH CONDITIONS WILL BE EXAMINED AT FURNISHED BY THE OFFICE OF CORPORATION TO THE CORPORATIONHOLDER HEREOF WITHOUT CHARGE.”

Legends on Certificates. All Purchased or Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Purchased or Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now 3.1 During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be instrument representing Corporation Securities subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates or instruments representing Corporation Securities that shall hereafter be issued and that are subject to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE STOCKHOLDERS AGREEMENT DATED ON OR ABOUT APRIL 30, 2021, BY AND AMONG THE CORPORATION AND THE OTHER PARTIES THERETO, AS THE SAME MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENTAMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. UPON WRITTEN REQUEST, A COPY OF WHICH MAY SUCH CONDITIONS WILL BE EXAMINED AT FURNISHED BY THE OFFICE OF CORPORATION TO THE CORPORATIONHOLDER HEREOF WITHOUT CHARGE.”

Legends on Certificates. All Lock-Up The Shareholder understands and agrees ----------------------- that the certificates issued to him or her representing the Shares: (a) Shall contain the following legend so long as the Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of restrictions specified in this Agreement Agreement, and the certificates representing such Lock-Up Company's transfer agent shall be provided a "stop transfer" instruction with respect to the Shares shall bear to the following legendssame effect: "TRANSFER OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED MAY REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY STATE SECURITIES LAWS. THEY AND THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, PLEDGED TRANSFERRED WITHOUT EVIDENCE OF SUCH REGISTRATION OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM THE REGISTRATION IS AVAILABLEREQUIREMENT OF THE ACT. THE SALERIGHT TO SELL, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION TRANSFER OR OTHER ENCUMBRANCE OTHERWISE DISPOSE OF OR DISPOSITION OF PLEDGE THE SHARES REPRESENTED BY THIS CERTIFICATE WITHOUT THE WRITTEN CONSENT OF THE EQUITY COMMITTEE OF KORN/FERRY INTERNATIONAL IS RESTRICTED BY THE TERMS OF AN AMENDED AND MAY BE MADE ONLY RESTATED STOCK REPURCHASE AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS." (b) May contain additional legends as required by state securities laws. (c) Shall contain the following legend, if the Shareholder is not a U.S. Person, as defined in the Act and Regulation S promulgated thereunder: "THE TRANSFER OF THESE SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE TERMS PROVISIONS OF A LOCK-UP AGREEMENTREGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATIONAS AMENDED."

Legends on Certificates. All LockLeak-Up out Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such LockLeak-Up out Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCKLEAK-UP OUT AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing Agreement, regardless of whether such Lock-Up Shares shall bear a legend to this effect, and to the following legends: extent that any certificates representing Lock-Up Shares are issued during the Lock-Up Period, such Lock-Up Shares may, as determined in the Company’s sole discretion, bear legends as follows (or in substantially similar form): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AND REGISTRATION RIGHTS AGREEMENT AMONG CERTAIN INDIVIDUALS AND PERSONS REFERRED TO IN SUCH A LOCK-UP AND REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now Each Future Shareholder understands and acknowledges that any certificate or hereafter owned by the Stockholder, except other instrument evidencing any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, Consideration Shares delivered at the Closing shall be subject to stamped or otherwise imprinted with the provisions of this Agreement and legends substantially in the certificates representing such Lock-Up Shares shall bear form set forth below. (i) The following legend under the following legendsSecurities Act: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR UNDER THE SECURITIES LAW OF ANY STATE STATE. SUCH SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED HYPOTHECATED OR DISTRIBUTED, EXCEPT (A) (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR VALUE UNLESS THEY ARE REGISTERED SUCH SECURITIES UNDER THE SECURITIES ACT, OR (ii) PURSUANT TO A VALID EXEMPTION FROM SUCH REGISTRATION UNDER THE SECURITIES ACT AND UNDER THE SECURITIES LAW OF ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS STATE, AND (B) UPON RECEIPT BY THE CORPORATION RECEIVES COMPANY OF AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO IT, OR OTHERWISE SATISFIES ITSELF, THE COMPANY THAT AN EXEMPTION FROM REGISTRATION SUCH SALE IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE COMPLIANCE WITH THE TERMS OF A LOCK-UP AGREEMENTSECURITIES ACT AND SUCH STATE SECURITIES LAW." (ii) Any legend imposed or required by HealthStar's certificate of incorporation or bylaws or applicable state securities laws and state corporate laws. Each Future Shareholder understands and acknowledges that HealthStar will make, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATIONor cause to be made, a notation in its stock transfer registry with respect to the restrictions on offer and sale of the Consideration Shares.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. . THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY MA Y BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the StockholderShareholder, except any shares purchased in open market transactions by Stockholders Shareholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be other instrument representing Interests subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates representing Interests that shall hereafter be issued and which are subject to this Agreement: "THE SECURITIES INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS." "THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES INTERESTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF [____________], 2005, BY AND MAY BE MADE ONLY IN ACCORDANCE WITH AMONG THE TERMS MEMBERS OF A LOCK-UP AGREEMENT, NEXTWAVE WIRELESS LLC. A COPY OF WHICH SUCH AGREEMENT MAY BE EXAMINED OBTAINED FROM NEXTWAVE WIRELESS AT THE OFFICE OF THE CORPORATIONITS PRINCIPAL EXECUTIVE OFFICES."

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the StockholderShareholders, except any shares purchased in open market transactions by Stockholders Shareholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up representing the Shares. The certificates representing the Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear endorsed with the following legends: “THE SECURITIES REPRESENTED BY THIS COMMON STOCK CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE “SECURITIES ACT”"), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE SECURITIES LAWS. THEY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED FOR VALUE DISPOSED OF UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT AND ANY REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO ITBLUE SKY LAWS, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION THEREFROM IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AND OBLIGATIONS WITH RESPECT TO THE TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION DISTRIBUTION THEREOF AS SET FORTH IN THAT CERTAIN RESTRICTED STOCK GRANT AGREEMENT DATED AS OF [●] WITH THE CORPORATION AND THE TERMS AND CONDITIONS OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY 1997 STOCK AWARD AND INCENTIVE PLAN, BOTH OF WHICH MAY BE MADE ONLY IN ACCORDANCE WITH REVIEWED AT THE TERMS PRINCIPAL PLACE OF A LOCK-UP AGREEMENT, BUSINESS OF THE CORPORATION AND A COPY OF WHICH MAY BE EXAMINED AT OBTAINED FROM THE OFFICE OF THE CORPORATIONCORPORATION WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR.” The Grantee agrees that the Company may instruct its transfer agent to impose transfer restrictions on the Shares represented by certificates bearing the legend referred to above to enforce the provisions of this Agreement and the Company agrees to promptly do so.

Legends on Certificates. All Lock-Up Shares now Section 4.01. During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be instrument representing Corporation Securities subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all stock certificates representing shares of the Corporation’s capital stock that shall hereafter be issued and which are subject to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE [CERTIFICATE] [WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER [THESE SECURITIES] [THIS WARRANT, SUCH SECURITIES] NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED [CERTIFICATE] [WARRANT] ARE SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE STOCKHOLDERS AGREEMENT DATED AS OF MAY 24, 2004, BY AND MAY BE MADE ONLY IN ACCORDANCE WITH AMONG THE TERMS CORPORATION AND THE STOCKHOLDERS OF A LOCK-UP AGREEMENTTHE CORPORATION. UPON WRITTEN REQUEST, A COPY OF WHICH MAY SUCH CONDITIONS WILL BE EXAMINED AT FURNISHED BY THE OFFICE OF CORPORATION TO THE CORPORATIONHOLDER HEREOF WITHOUT CHARGE.”

Legends on Certificates. All Lock-Up Shares now or hereafter owned by Each certificate representing Excalibur Common Stock issued pursuant to this Agreement shall bear legends in the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates form set forth below. Excalibur shall issue certificates without the first of such legends upon (as such term is defined under securities lawsi) expiration of the Companyapplicable holding period then in effect under Rule 144 under the Securities Act of 1933, as amended, or (ii) transfer of such shares pursuant to a registration statement, whichever occurs first; and shall be subject to issue certificates without the provisions second of this such legends upon expiration of the applicable period of the Resale Agreement and which is Exhibit 8.3(c) hereto (the certificates representing such Lock-Up Shares shall bear the following legends: "Resale Agreement"). TRANSFER OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR UNDER ANY SECURITIES OR SIMILAR LAWS OF ANY STATE. THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY SHARES MAY NOT BE SOLD, ASSIGNEDOFFERED FOR SALE, PLEDGED PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF, IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS LAWS, OR UNLESS THE CORPORATION RECEIVES AN OPINION SOLD PURSUANT TO RULE 144 OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLESUCH ACT. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HEREBY IS RESTRICTED BY SUBJECT TO A RESALE AGREEMENT BETWEEN EXCALIBUR TECHNOLOGIES CORPORATION AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENTREGISTERED HOLDER HEREOF, A COPY OF WHICH MAY BE EXAMINED AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE SUCH CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: Safety Quick Lighting and Fans Corp. Lock up Leak out Agreement 3 of 6 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be other instrument representing Units subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates representing Units that shall hereafter be issued and which are subject to this Agreement: “THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY , AND NEITHER THESE UNITS NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND MAY BE MADE ONLY OTHER CONDITIONS SET FORTH IN ACCORDANCE WITH THE TERMS LIMITED LIABILITY COMPANY AGREEMENT OF A LOCK-UP AGREEMENTINTIMATE BRANDS HOLDING, LLC DATED AS OF JANUARY , 2011. A COPY OF WHICH SUCH AGREEMENT MAY BE EXAMINED OBTAINED FROM INTIMATE BRANDS HOLDING, LLC AT THE OFFICE OF THE CORPORATIONITS PRINCIPAL EXECUTIVE OFFICES.”

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shares of Company Stock shall bear have endorsed in writing, stamped or printed, thereon the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD, ASSIGNED, PLEDGED SOLD OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN APPLICABLE EXEMPTION TO THE CORPORATION RECEIVES AN OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO IT, SUCH ACT OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLESUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION TRANSFER OF THE SHARES ANY SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER LIMITED BY THE PROVISIONS OF THE RESTRICTED BY STOCK AWARD AGREEMENT AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENTALL APPENDICES AND EXHIBITS THERETO, DATED AS JANUARY 24, 2011 AMONG XXXXXXXXXX.XXX, INC. AND XXXXXX XXXXXXX, A COPY OF WHICH MAY BE EXAMINED IS ON FILE AT THE OFFICE EXECUTIVE OFFICES OF THE CORPORATIONXXXX.XXX, INC.”

Legends on Certificates. All Lock-Up certificates, if any, representing the Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject issued to the provisions of this Agreement and the certificates representing such Lock-Up Shares Stockholder shall bear have endorsed in writing, stamped or printed, thereon the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWSLAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THEY THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND MAY NOT BE SOLD, ASSIGNEDEXCHANGED, PLEDGED TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION DISPOSED OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY EXCEPT IN ACCORDANCE WITH THE TERMS PROVISIONS OF A LOCK-UP AGREEMENTTHE STOCKHOLDERS AGREEMENT DATED AS OF MAY 11, 2007 AMONG FRONT LINE MANAGEMENT GROUP, INC., IAC/INTERACTIVECORP AND THE AZOFF FAMILY TRUST OF 1997, A COPY OF WHICH MAY BE EXAMINED IS ON FILE AT THE OFFICE EXECUTIVE OFFICES OF THE CORPORATIONFRONT LINE MANAGEMENT GROUP.”

Legends on Certificates. All Lock-Up Shares now 3.1 During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be instrument representing Corporation Securities subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates or instruments representing Corporation Securities that shall hereafter be issued and that are subject to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED. PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED ON OR ABOUT AUGUST 3, 2021, BY AND AMONG THE CORPORATION AND THE OTHER PARTIES THERETO, AS THE SAME MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENTAMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. UPON WRITTEN REQUEST, A COPY OF WHICH MAY SUCH CONDITIONS WILL BE EXAMINED AT FURNISHED BY THE OFFICE OF CORPORATION TO THE CORPORATIONHOLDER HEREOF WITHOUT CHARGE.”

Legends on Certificates. All Lock-Up Acquired Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement Agreement, regardless of whether such Acquired Shares bear a legend to this effect, and to the extent that any certificates representing such Acquired Shares are issued during the Lock-Up Period, such Acquired Shares shall may, as determined in the Company’s sole discretion, bear the following legends: legends as follows (or in substantially similar form): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up certificates representing the Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject issued to the provisions of this Agreement and the certificates representing such Lock-Up Shares Grantees shall bear have endorsed in writing, stamped or printed, thereon the following legendslegend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD, ASSIGNED, PLEDGED SOLD OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN APPLICABLE EXEMPTION TO THE CORPORATION RECEIVES AN OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO IT, SUCH ACT OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLESUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION TRANSFER OF THE SHARES ANY SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER LIMITED BY THE PROVISIONS OF THE RESTRICTED BY SHARE GRANT AND MAY BE MADE ONLY IN ACCORDANCE WITH SHAREHOLDERS' AGREEMENT DATED AS OF , 2003 AMONG , USA INTERACTIVE AND THE TERMS OF A LOCK-UP AGREEMENTGRANTEES IDENTIFIED THEREIN, A COPY OF WHICH MAY BE EXAMINED IS ON FILE AT THE EXECUTIVE OFFICE OF THE CORPORATIONUSA INTERACTIVE."

Legends on Certificates. All Lock-Up Shares now 4.1 During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be instrument representing Corporation Securities subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all stock certificates representing shares of the Corporation’s capital stock that shall hereafter be issued and which are subject to this Agreement: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE [CERTIFICATE] [WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER [THESE SECURITIES] [THIS WARRANT, SUCH SECURITIES] NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS.” “THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED [CERTIFICATE] [WARRANT] ARE SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER [ ], 2005, BY AND MAY BE MADE ONLY IN ACCORDANCE WITH AMONG THE TERMS CORPORATION AND THE STOCKHOLDERS OF A LOCK-UP AGREEMENTTHE CORPORATION. UPON WRITTEN REQUEST, A COPY OF WHICH MAY SUCH CONDITIONS WILL BE EXAMINED AT FURNISHED BY THE OFFICE OF CORPORATION TO THE CORPORATIONHOLDER HEREOF WITHOUT CHARGE.”

Legends on Certificates. All Lock-Up Shares now or hereafter owned by (i) Each certificate representing the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement Notes and the certificates representing such Lock-Up Underlying Shares shall bear a legend in substantially the following legendsform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF [ISSUER] THAT SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED ONLY: (A) TO [ISSUER], (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (D) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, AND ANY IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR UNLESS THE CORPORATION RECEIVES AN (E) ABOVE, A LEGAL OPINION OF COUNSEL SATISFACTORY TO IT[ISSUER] MUST FIRST BE PROVIDED. provided that, if the Underlying Shares are being sold outside of the United States in accordance with Rule 904 of Regulation S at a time when Issuer is a “foreign issuer” as defined in Rule 902 of Regulation S, the legend may be removed by providing a duly completed and signed declaration to Issuer’s transfer agent for the Underlying Shares, or such other organization or entity performing such functions for Issuer (the “Transfer Agent”) to the following effect (or as the Issuer may from time to time prescribe) and, if required by the Transfer Agent, an opinion of counsel of recognized standing satisfactory to the Transfer Agent, acting reasonably, that such legend is no longer required under the applicable requirements of the U.S. Securities Act: “The undersigned seller (i) acknowledges that the sale of the securities of [Issuer] to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (ii) certifies that: (A) it is not an affiliate (as defined in Rule 405 under the U.S. Securities Act) of [Issuer]; (B) the offer of the securities was not made to a person in the United States and either (1) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (2) the transaction was executed on or through the facilities of the TSX, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (C) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any “directed selling efforts” (as such term is defined in Regulation S) in the United States in connection with the offer and sale of the securities; (D) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (E) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities; and (F) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act.”; and provided further, that if any Underlying Shares are being sold to a purchaser in the United States in accordance with Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to the Transfer Agent of an opinion of counsel of recognized standing, satisfactory to the Issuer, acting reasonably, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act; (ii) the certificates representing Notes also will bear the following legend denoting the restrictions on transfer under Applicable Securities Laws (including, but not limited to, National Instrument 45-102 — Resale of Securities): UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY OR OTHERWISE SATISFIES ITSELFANY COMMON SHARES ISSUED ON A CONVERSION OF ANY PRINCIPAL AMOUNT OF THIS SECURITY (OR INTEREST THEREON) BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE OF NOTES]. and, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. if at the date of the conversion of Notes the applicable restriction period has not expired, the certificates representing the Underlying Shares will bear such legend as well; and (iii) in addition to the foregoing legends, the certificates representing the Underlying Shares shall, until the date that is four months and a day after the Closing Date, bear, in addition to any legend(s) required by Canadian securities laws and policies, the following legend: THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, SAID SECURITIES CANNOT BE MADE ONLY IN ACCORDANCE WITH TRADED THROUGH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE FACILITIES OF THE CORPORATIONTSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

Legends on Certificates. All Lock-Up Shares and Sellable Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMONG CERTAIN INDIVIDUALS AND PERSONS REFERRED TO IN SUCH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now During the term of this Agreement, each certificate or hereafter owned by other document representing Capital Stock shall contain upon its face or upon the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject reverse side thereof a legend to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendseffect: THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. THEY SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNEDDELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER HYPOTHECATED IN THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS ABSENCE OF SUCH REGISTRATION OR UNLESS THE CORPORATION RECEIVES OF AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THE CORPORATION AND COUNSEL FOR THE CORPORATION TO THE EFFECT THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLENOT REQUIRED. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION SHARES OF THE SHARES STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (THE "STOCKHOLDERS AGREEMENT") DATED AS OF MAY 29, 2001 BY AND MAY BE MADE ONLY IN ACCORDANCE WITH AMONG THE TERMS OF A LOCK-UP AGREEMENTCORPORATION AND THE OTHER PARTIES SET FORTH ON THE SIGNATURE PAGES THERETO, A COPY OF WHICH MAY BE EXAMINED AT THE STOCKHOLDERS AGREEMENT BEING ON FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION. Each Investor hereby covenants and agrees that to the extent the certificates for shares of Capital Stock of the Corporation held by it do not contain the foregoing legends, such Investor shall promptly surrender each such certificate to the Corporation for the placement of such legends thereon. Each Investor further consents to the Corporation making a notation on its records and giving instructions to any transfer agent of the Capital Stock in order to implement the restrictions on transfer established in this Agreement.

Legends on Certificates. All Lock-Up certificates representing the Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject issued to the provisions of this Agreement and the certificates representing such Lock-Up Shares Grantees shall bear have endorsed in writing, stamped or printed, thereon the following legendslegend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD, ASSIGNED, PLEDGED SOLD OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN APPLICABLE EXEMPTION TO THE CORPORATION RECEIVES AN OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO IT, SUCH ACT OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLESUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION TRANSFER OF THE SHARES ANY SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER LIMITED BY THE PROVISIONS OF THE AMENDED AND RESTATED RESTRICTED BY SHARE GRANT AND MAY BE MADE ONLY IN ACCORDANCE WITH SHAREHOLDERS' AGREEMENT DATED AS OF JULY 7, 2003 AMONG FOREST MERGER CORP., LENDING TREE INC., INTERACTIVECORP AND THE TERMS OF A LOCK-UP AGREEMENTGRANTEES IDENTIFIED THEREIN, A COPY OF WHICH MAY BE EXAMINED IS ON FILE AT THE EXECUTIVE OFFICE OF THE CORPORATIONINTERACTIVECORP."

Legends on Certificates. All Lock-Up Shares now During the term of this Agreement, each certificate or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be other instrument representing Interests subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legendslegends on its face, or upon the reverse side thereof, appropriately completed, which legends shall likewise be endorsed upon all certificates representing Interests that shall hereafter be issued and which are subject to this Agreement: "THE SECURITIES INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. THEY LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UNDER SUCH ACT OR SUCH LAWS." "THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES INTERESTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF [____________], 2005, BY AND AMONG THE MEMBERS OF NEXTWAVE WIRELESS LLC. A COPY OF SUCH AGREEMENT MAY BE MADE ONLY IN ACCORDANCE WITH OBTAINED FROM NEXTWAVE WIRELESS AT ITS PRINCIPAL EXECUTIVE OFFICES. ANY TRANSFEREE OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE SHALL BE DEEMED TO AGREE TO BE BOUND BY THE TERMS OF A LOCK-UP THE AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION."

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the The certificates representing such the Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Unless prohibited by applicable securities laws, the Company shall, without delay, instruct its transfer agent to remove the foregoing legend at the request of the Shareholder made at any time subsequent to six months following the Effective Date. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION. The Company shall, without delay, instruct its transfer agent to remove the foregoing legend at the request of the Shareholder made at any time subsequent to 1 Year Lock-Up Period.

Legends on Certificates. All Lock-Up Shares Any and all certificates now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up issued evidencing Employee Shares shall bear the following legendshave endorsed upon them a legend substantially as follows: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”), OR ") AND NEITHER THE SHARES NOR ANY STATE SECURITIES LAWS. THEY INTEREST THEREIN MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER DISPOSED OF IN THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS ABSENCE OF SUCH REGISTRATION OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THE ISSUER PRIOR TO THE PROPOSED TRANSACTION THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLENOT REQUIRED. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT DATED AS OF JANUARY __, 1996 (A COPY OF WHICH IS RESTRICTED ON FILE WITH THE SECRETARY OF THE ISSUER) WHICH PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RIGHTS OF PURCHASE OF SUCH SHARES BY TORAY INDUSTRIES, INC., AN AFFILIATE OF THE ISSUER, AND CERTAIN RESTRICTIONS ON TRANSFER THEREOF. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE MADE ONLY IN ACCORDANCE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR DISPOSITION COMPLIES WITH THE TERMS OF A LOCK-UP SAID AGREEMENT, A COPY INCLUDING WITHOUT LIMITATION THE REQUIREMENT THAT PERMITTED TRANSFEREES EXECUTE AN AGREEMENT PROVIDING THAT THE TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.SAID

Legends on Certificates. All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up the Shares shall bear have endorsed in writing, stamped or printed, thereon the following legendslegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD, ASSIGNED, PLEDGED SOLD OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN APPLICABLE EXEMPTION TO THE CORPORATION RECEIVES AN OPINION REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO IT, SUCH ACT OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLESUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION TRANSFER OF THE SHARES ANY SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER LIMITED BY THE PROVISIONS OF THE RESTRICTED BY SHARE GRANT AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS STOCKHOLDER’S AGREEMENT DATED AS OF A LOCK-UP AGREEMENTAUGUST , 2008 AMONG LENDINGTREE HOLDINGS CORP., IAC/INTERACTIVECORP AND XXXXXXX X. XXXXX, A COPY OF WHICH MAY BE EXAMINED IS ON FILE AT THE EXECUTIVE OFFICE OF THE CORPORATIONLENDINGTREE HOLDINGS CORP.”