Common use of Legends on Certificates Clause in Contracts

Legends on Certificates. Any certificates representing Settlement Interests issued in settlement of RSUs shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall include: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM).

Legends on Certificates. Any certificates representing Settlement Interests (a) Each certificate issued in settlement after the date hereof that represents Restricted Securities shall (unless otherwise permitted by the provisions of RSUs shall this Section 11) be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement stamped or the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause otherwise imprinted with a legend in substantially the following form (in addition to any other legend required by law or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall include: applicable agreement): "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO RESTRICTIONS ON TRANSFERABILITY AND RESALE DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THAT SUCH REGISTRATION IS NOT REQUIRED." "THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE THE TERMS AND TRANSFERCONDITIONS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY __, 2000, BETWEEN OPUS360 CORPORATION AND THE PM SECURITYHOLDERS (AS DEFINED THEREIN), AS SET FORTH THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED AND IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS EFFECT FROM TIME TO TIME. COPIES OF WHICH SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF SUCH COMPANY AT ITS PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS EXECUTIVE OFFICE." The Corporation agrees to remove, or cause its transfer agent to remove, the legend set forth in this Section 11(a) from a certificate representing securities issued by the Corporation if such securities are sold pursuant to an effective registration statement under the Securities Act or there is delivered to the Corporation an opinion of counsel selected by the holder of such certificate, which counsel and opinion shall each be reasonably satisfactory to the Corporation, that the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. (OR ANY SECURITIES CONVERTED THEREFROM)b) Each PM Securityholder consents to the Corporation making a notation on its records and giving instructions to any transfer agent of such PM Securityholder's Restricted Securities in order to implement the restrictions on transfer as set forth in this Section 11.

Legends on Certificates. Any certificates representing Settlement Interests (a) Each Stockholder shall ------------------------ hold in certificate form all Shares owned by such Stockholder. Each certificate evidencing Shares issued in settlement of RSUs shall be to or beneficially owned by a person that is subject to such stop transfer orders and other restrictions as the Committee may deem advisable under provisions of this Agreement or shall bear the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includefollowing legend: "THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A STOCKHOLDERS AGREEMENT, DATED AS OF AUGUST 21, 1998, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH. IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE “ACT”), BOOKS OF THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EXEMPTION FROM THE REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS REQUIREMENTS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFERSUCH ACT." (b) In the event that a Stockholder requests that the legend in Section 2.02(a) be removed, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such Shares without the legend required by Section 2.02(a) endorsed thereon; provided; -------- however, that such holder shall furnish the Company or its transfer agent such ------- certificates, legal opinions or other information as the Company or its transfer agent may reasonably require to confirm that the legend is not required on such certificate. (OR ANY SECURITIES CONVERTED THEREFROMc) In the event that any Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such Shares without the legend required by Section 2.02(a).

Legends on Certificates. Any certificates representing Settlement Interests (a) Each certificate issued in settlement after the effective date of RSUs shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement that represents Restricted Securities shall (unless otherwise permitted by the provisions of this Section 13) be stamped or the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause otherwise imprinted with a legend in substantially the following form (in addition to any other legend required by law or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall include: applicable agreement): "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO RESTRICTIONS ON TRANSFERABILITY AND RESALE DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THAT SUCH REGISTRATION IS NOT REQUIRED." "THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY __, 2000, AMONG OPUS360 CORPORATION AND CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFERSECURITYHOLDERS OF SUCH COMPANY, AS SET FORTH THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED AND IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS EFFECT FROM TIME TO TIME. COPIES OF WHICH SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF SUCH COMPANY AT ITS PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS EXECUTIVE OFFICE." The Corporation agrees to remove the legend set forth in this Section 13(a) from a certificate representing securities issued by the Corporation if such securities are sold pursuant to an effective registration statement under the Securities Act or there is delivered to the Corporation an opinion of nationally recognized counsel experienced in such matters in form and substance reasonably satisfactory to the Corporation that the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. (OR ANY SECURITIES CONVERTED THEREFROM)b) Each Pre-IPO Securityholder consents to the Corporation making a notation on its records and giving instructions to any transfer agent of such Pre-IPO Securityholder's Restricted Securities in order to implement the restrictions on transfer established in this Section 13.

Legends on Certificates. Any certificates representing Settlement Interests (a) Each certificate issued in settlement after the date hereof that represents Restricted Securities shall (unless otherwise permitted by the provisions of RSUs shall this SECTION 12) be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement stamped or the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause otherwise imprinted with a legend in substantially the following form (in addition to any other legend required by law or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall include: applicable agreement): "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO RESTRICTIONS ON TRANSFERABILITY AND RESALE DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR ." "THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE THE TERMS AND TRANSFERCONDITIONS OF A STRATEGIC PARTNER REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 1, 2000, BETWEEN OPUS360 CORPORATION AND DELL COMPUTER CORPORATION, AS SET FORTH THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED AND IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS EFFECT FROM TIME TO TIME. COPIES OF WHICH SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF SUCH COMPANY AT ITS PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS EXECUTIVE OFFICE." The Corporation agrees to remove the legend set forth in this SECTION 12(a) from a certificate representing securities issued by the Corporation if such securities are sold pursuant to an effective registration statement under the Securities Act or there is delivered to the Corporation an opinion of nationally recognized counsel experienced in such matters in form and substance reasonably satisfactory to the Corporation that the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. (OR ANY SECURITIES CONVERTED THEREFROM)b) Each Dell Securityholder consents to the Corporation making a notation on its records and giving instructions to any transfer agent of such Dell Securityholder's Restricted Securities in order to implement the restrictions on transfer established in this SECTION 12.

Legends on Certificates. Any certificates representing Settlement Interests issued in settlement of RSUs Each Certificate shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rules, regulations, and other requirements bear a legend notifying any Certificateholder of the SECexistence and terms of the Call Option to which that Certificate is subject, any stock exchange upon which PubCo’s securities are listedin substantially the following form: BY ACQUIRING OR ACCEPTING ANY INTEREST IN THIS CERTIFICATE, and any applicable federalYOU ACKNOWLEDGE THAT THIS CERTIFICATE IS SUBJECT TO A PURCHASE OPTION GRANTED TO CORPORATE ASSET BACKED CORPORATION, state or foreign lawsA DELAWARE CORPORATION (THE "DEPOSITOR"), and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall include: THE BY UBS SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED LLC UNDER THE SECURITIES ACT CALL OPTION AGREEMENT, DATED AS OF 1933MAY 20, 2004 (THE "CALL OPTION AGREEMENT"), AMONG THE DEPOSITOR, AS AMENDED THE SOLE INITIAL OPTION HOLDER, UBS SECURITIES LLC, AS THE INITIAL PURCHASER FROM THE DEPOSITOR, AND SOLE HOLDER AT THE TIME OF SUCH GRANT, OF THE CERTIFICATES, AND U.S. BANK TRUST NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, ACTING AS OPTION AGENT FOR THE CERTIFICATEHOLDERS WITH RESPECT TO THE OPTIONS (THE “ACT”"OPTION AGENT"), OR UNDER WHICH OBLIGATIONS HAVE BEEN ASSUMED BY EACH SUBSEQUENT HOLDER OF SUCH CERTIFICATES; YOU AGREE TO ASSUME THE SECURITIES LAWS OBLIGATION OF CERTAIN STATESYOUR TRANSFEROR TO PERFORM SUCH OPTION; AND YOU ACKNOWLEDGE THAT YOUR TRANSFEROR HAS BEEN RELEASED FROM ITS OBLIGATION TO PERFORM SUCH OPTION. THESE SECURITIES ARE SUBJECT THE CALL OPTION AGREEMENT PERMITS THE HOLDER OF THE RELATED OPTION TO RESTRICTIONS PURCHASE THIS CERTIFICATE FROM YOU, WITHOUT YOUR CONSENT, AT THE TIMES AND ON TRANSFERABILITY AND RESALE AND THE CONDITIONS SPECIFIED IN THE CALL OPTION AGREEMENT AT THE CALL PRICE SPECIFIED IN THAT AGREEMENT. THE OPTION MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT FROM TIME TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. UPON THE ISSUER EXERCISE OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL THE RELATED OPTION IN FORM AND SUBSTANCE SATISFACTORY THE MANNER SPECIFIED IN THE CALL OPTION AGREEMENT, THE CERTIFICATE WILL BE TRANSFERRED TO THE ISSUER TO RELEVANT OPTION HOLDER BY THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS TRUSTEE, AND YOU WILL BE PAID THE CALL PRICE FOR THIS CERTIFICATE IN COMPLIANCE ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE TERMS OF THE ISSUER. CALL OPTION AGREEMENT, WITHOUT THE REQUIREMENT OF ANY FURTHER ACTION BY YOU, EXCEPT THAT IF THE CERTIFICATES ARE HELD IN DEFINITIVE FORM AT SUCH PUBLIC SALE TIME YOU WILL NOT RECEIVE SUCH CALL PRICE UNLESS AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM)UNTIL YOU SURRENDER THIS CERTIFICATE.

Legends on Certificates. Any and all certificates representing Settlement Interests now or hereafter issued in settlement of RSUs evidencing Key Employee Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rules, regulations, and other requirements of the SEC, any stock exchange have endorsed upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause them a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includesubstantially as follows: "THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”)") AND NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY BE SOLD TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR UNDER OTHERWISE DISPOSED OF IN THE SECURITIES LAWS ABSENCE OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO SUCH REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER PRIOR TO THE EFFECT PROPOSED TRANSACTION THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSIS NOT REQUIRED. THE SETTLEMENT INTERESTS SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A KEY EMPLOYEE STOCK AGREEMENT DATED AS OF OCTOBER 30, 1991 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER) WHICH PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RIGHTS OF PURCHASE OF SUCH SHARES BY THE ISSUER AND OTHERS AND CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER THEREOF. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, AS SET FORTH IN SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR DISPOSITION COMPLIES. WITH THE TERMS OF SAID KEY EMPLOYEE STOCK AGREEMENT, INCLUDING WITHOUT LIMITATION THE REQUIREMENT THAT PERMITTED TRANSFEREES EXECUTE AN AWARD AGREEMENT BETWEEN PROVIDING THAT THE ISSUER AND TRANSFEREE AGREES TO BE BOUND BY THE ORIGINAL HOLDER TERMS OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S SAID KEY EMPLOYEE STOCK AGREEMENT. ANY SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE DISPOSITION OF THE ISSUER. SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM)KEY EMPLOYEE STOCK AGREEMENT SHALL BE VOID." Such certificates may also bear such other legends and shall be subject to such restrictions on transfer as may be necessary to comply with any stock option or restricted stock agreement and all applicable Federal and state securities laws and regulations.

Legends on Certificates. Any certificates (a) The Stockholders each agree that each certificate representing Settlement Interests issued in settlement of RSUs the Shares now or hereafter acquired by a Stockholder shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause imprinted with a legend or legends in substantially the following form (in addition to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and legend required under the Governance Documents. Without limiting the foregoingapplicable state securities laws): “THE SALE, such legends shall include: PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. A COPY OF SUCH STOCKHOLDERS AGREEMENT MAY BE REVIEWED BY THE RECORD HOLDER OF THIS CERTIFICATE AT THE OFFICES OF THE COMPANY DURING REGULAR BUSINESS HOURS UPON REASONABLE PRIOR WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” (b) The Stockholders each agree that each certificate representing the Shares now or hereafter acquired by a Stockholder shall be imprinted with the additional legend in substantially the following form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), 1933 OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE ANY STATE SECURITIES LAWS, PURSUANT TO REGISTRATION AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR EXEMPTION THEREFROMIN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. INVESTORS SHOULD BE AWARE THAT THEY NO SUCH TRANSFER MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR EFFECTED WITHOUT AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY BE FURTHER RESTRICTED PURSUANT TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM).”

Legends on Certificates. Any certificates representing Settlement Interests issued in settlement of RSUs shall be subject to such stop transfer orders and other restrictions as (a) Certificates evidencing Warrant Shares delivered hereunder may, at Issuer's election, contain the Committee may deem advisable under this Agreement or the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includefollowing legend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAN EXEMPTION THEREFROM AND, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS EACH CASE, IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Such certificates shall not bear such legend if in the opinion of counsel satisfactory to Issuer (it being agreed that Shearman & Sterling shall be satisfactory) the securities being sold thereby may be publicly sold without registration under the Securities Act. (b) Certificates evidencing Grantee Common Stock delivered hereunder as the Stock Payment amount may, at Grantee's election, contain the following legend: THE SETTLEMENT INTERESTS SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND TRANSFERMAY NOT BE SOLD, AS SET FORTH PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN AWARD AGREEMENT BETWEEN ACCORDANCE WITH THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE REGISTRATION REQUIREMENTS OF THE ISSUERSECURITIES ACT [**]=Confidential Treatment requested for redacted portion OF 1933 OR AN EXEMPTION THEREFROM AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS Such certificates shall not bear such legend if in the opinion of counsel satisfactory to Grantee (OR ANY SECURITIES CONVERTED THEREFROM)it being agreed that Skadden, Arps, Slate, Xxxxxxx & Xxxx shall be satisfactory) the securities being sold thereby may be publicly sold without registration under the Securities Act.

Legends on Certificates. Any certificates representing Settlement Interests issued in settlement During the term of RSUs shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rulesAgreement, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary each certificate or other appropriate instrument representing Company Preferred Stock will bear legends referencing in substantially the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includefollowing form: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE AND THE SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF ARE SUBJECT TO RESTRICTIONS AND AGREEMENTS CONTAINED IN AN INVESTOR RIGHTS AGREEMENT, DATED AS OF [·], 2018, AMONG ASHFORD HOLDING CORP., XXXXXX XXXXXXX, XX., XXXXX X. XXXXXXX, MJB INVESTMENTS, LP, XXXX X. XXXXXXX, AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY ASHFORD HOLDING CORP. TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO ASHFORD HOLDING CORP. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF CERTAIN STATESANY STATE. THESE WITHOUT SUCH REGISTRATION, SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED SOLD, PLEDGED, HYPOTHECATED OR RESOLD OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT UPON DELIVERY TO REGISTRATION OR EXEMPTION THEREFROMASHFORD HOLDING CORP. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO ASHFORD HOLDING CORP. THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO ASHFORD HOLDING CORP. OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE ISSUER COMPANY TO THE EFFECT THAT ANY PROPOSED SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (LAWS OR ANY SECURITIES CONVERTED THEREFROM)RULE OR REGULATION PROMULGATED THEREUNDER.” The Company will make a notation on its records and give instructions to any transfer agent of its equity securities to implement the restrictions on transfer established in this Agreement.

Legends on Certificates. Any certificates representing Settlement Interests (a) Each certificate issued in settlement after the date hereof that represents Restricted Securities shall (unless otherwise permitted by the provisions of RSUs shall this SECTION 12) be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement stamped or the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause otherwise imprinted with a legend in substantially the following form (in addition to any other legend required by law or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall include: applicable agreement): "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO RESTRICTIONS ON TRANSFERABILITY AND RESALE DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR ." "THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE THE TERMS AND TRANSFERCONDITIONS OF A STRATEGIC PARTNER REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY __, 2000, BETWEEN OPUS360 CORPORATION AND DELL COMPUTER CORPORATION, AS SET FORTH THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED AND IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS EFFECT FROM TIME TO TIME. COPIES OF WHICH SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF SUCH COMPANY AT ITS PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS EXECUTIVE OFFICE." The Corporation agrees to remove the legend set forth in this SECTION 12(a) from a certificate representing securities issued by the Corporation if such securities are sold pursuant to an effective registration statement under the Securities Act or there is delivered to the Corporation an opinion of nationally recognized counsel experienced in such matters in form and substance reasonably satisfactory to the Corporation that the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. (OR ANY SECURITIES CONVERTED THEREFROM)b) Each Dell Securityholder consents to the Corporation making a notation on its records and giving instructions to any transfer agent of such Dell Securityholder's Restricted Securities in order to implement the restrictions on transfer established in this SECTION 12.

Legends on Certificates. Any Section 10(c) of the Subscription Agreement sets forth the legend that certificates representing Settlement Interests Common Stock shall bear and provides that Sumitomo and GS Group may agree to another form of legend. Sumitomo and GS Group hereby agree that shares of Common Stock issued in settlement of RSUs shall be subject to such stop transfer orders and other restrictions as connection with the Committee may deem advisable under this Agreement or the rules, regulations, and other requirements consummation of the SECPlan (other than, any stock exchange upon which PubCo’s securities are listedif requested by GS Inc., and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends 9,000,000 shares of Common Stock to be put on any such certificates to make appropriate reference to such restrictionssold in the secondary offering as part of the IPO) and thereafter, unless otherwise agreed by GS Inc. and SBCM, shall bear the following legends: (i) Legend for Nonvoting Common Stock: AMENDED, THE "LETTER AGREEMENT"), AMONG THE SUMITOMO BANK, LIMITED ("SUMITOMO"), SUMITOMO BANK CAPITAL MARKETS, INC. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents("SBCM"), GOLDXXX, XXCHX & XO. Without limiting the foregoingAND THE GOLDXXX XXXHS GROUP, such legends shall include: INC. (AS SUCCESSOR TO THE SECURITIES REPRESENTED HEREBY GOLDXXX XXXHX XXXUP, L.P. ("GSLP")) (THE "CORPORATION") AND AN AMENDED AND RESTATED SUBSCRIPTION AGREEMENT, DATED AS OF MARCH 28, 1989, AMONG SUMITOMO, SBCM, GOLDXXX, XXCHS & CO. AND THE CORPORATION (AS SUCCESSOR TO GSLP), COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. THE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, 1933 OR OTHER SECURITIES LAWS. THE SHARES MAY BE REGISTERED ONLY IN THE NAME OF SBCM OR OF THE CHASE MANHATTAN BANK OR ITS NOMINEE AS AMENDED CUSTODIAN FOR SBCM. ANY HEDGING TRANSACTIONS UNDERTAKEN IN RELATION TO THE SHARES MUST COMPLY WITH THE HEDGING RESTRICTIONS SET FORTH IN THE LETTER AGREEMENT. (ii) Legend for Common Stock: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE (THE “ACT”), OR "SHARES") HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR OTHER SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED, SOLD, EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR RESOLD OTHERWISE DISPOSED OF (EACH, A "TRANSFER") EXCEPT AS PERMITTED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF APPLICABLE, SUCH OTHER SECURITIES LAWS AND APPLICABLE STATE SECURITIES LAWSFOLLOWING RECEIPT BY THE GOLDXXX XXXHX XXXUP, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMINC. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR (THE FINANCIAL RISKS "CORPORATION") OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN A LEGAL OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT THAT SUCH TRANSFER IS PERMITTED. LIMITED ("SUMITOMO"), SUMITOMO BANK CAPITAL MARKETS, INC. ("SBCM") AND THE ISSUER CORPORATION (AS SUCCESSOR TO THE EFFECT THAT GOLDXXX SACHS GROUP, L.P. ("GSLP")) AND AN AMENDED AND RESTATED SUBSCRIPTION AGREEMENT, DATED AS OF MARCH 28, 1989, AMONG SUMITOMO, SBCM, GOLDXXX, XXCHX & XO. AND THE CORPORATION (AS SUCCESSOR TO GSLP), COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION AND WHICH, AMONG OTHER MATTERS, PLACE RESTRICTIONS ON THE DISPOSITION OF THE SHARES. THE SHARES MAY BE SOLD, EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE THEREWITH. THE SHARES MAY BE REGISTERED ONLY IN THE NAME OF SBCM OR OF THE CHASE MANHATTAN BANK OR ITS NOMINEE AS CUSTODIAN FOR SBCM. ANY PROPOSED TRANSFER OR RESALE IS HEDGING TRANSACTIONS UNDERTAKEN IN COMPLIANCE RELATION TO THE SHARES MUST COMPLY WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN HEDGING RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER LETTER AGREEMENT. THE SHARES MAY NOT BE VOTED IN A MANNER INCONSISTENT WITH THE VOTING AGREEMENT, DATED AS OF APRIL 30, 1999, AMONG SUMITOMO, SBCM AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM)CORPORATION.

Legends on Certificates. Any certificates representing Settlement Interests issued in settlement of RSUs Each Class A-1 Certificate shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rules, regulations, and other requirements bear a legend notifying any Certificate Holder of the SECexistence and terms of the Class A-1 Option to which that Class A-1 Certificate is subject, any stock exchange upon which PubCo’s securities are listedin substantially the following form: BY ACQUIRING OR ACCEPTING ANY INTEREST IN THIS CERTIFICATE, and any applicable federalYOU ACKNOWLEDGE THAT THIS CERTIFICATE IS SUBJECT TO A PURCHASE OPTION GRANTED TO CORPORATE ASSET BACKED CORPORATION, state or foreign lawsA DELAWARE CORPORATION (THE "DEPOSITOR"), and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall include: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED BY UBS WARBURG LLC UNDER THE SECURITIES ACT CLASS A-1 CALL OPTION AGREEMENT, DATED AS OF 1933JUNE 21, 2002 (THE "CALL OPTION AGREEMENT"), AMONG THE DEPOSITOR, AS AMENDED THE SOLE INITIAL OPTION HOLDER, UBS WARBURG LLC, AS THE INITIAL PURCHASER FROM THE DEPOSITOR, AND SOLE HOLDER AT THE TIME OF SUCH GRANT, OF THE CLASS A-1 CERTIFICATES, AND THE BANK OF NEW YORK, A NEW YORK BANKING CORPORATION, ACTING AS OPTION AGENT FOR THE CLASS A-1 CERTIFICATEHOLDERS WITH RESPECT TO THE CLASS A-1 OPTIONS (THE “ACT”"OPTION AGENT"), OR UNDER WHICH OBLIGATIONS HAVE BEEN ASSUMED BY EACH SUBSEQUENT HOLDER OF SUCH CLASS A-1 CERTIFICATES; YOU AGREE TO ASSUME THE SECURITIES LAWS OBLIGATION OF CERTAIN STATESYOUR TRANSFEROR TO PERFORM SUCH CLASS A-1 OPTION; AND YOU ACKNOWLEDGE THAT YOUR TRANSFEROR HAS BEEN RELEASED FROM ITS OBLIGATION TO PERFORM SUCH CLASS A-1 OPTION. THESE SECURITIES ARE SUBJECT THE CALL OPTION AGREEMENT PERMITS THE HOLDER OF THE RELATED CLASS A-1 OPTION TO RESTRICTIONS PURCHASE THIS CERTIFICATE FROM YOU, WITHOUT YOUR CONSENT, AT THE TIMES AND ON TRANSFERABILITY AND RESALE AND THE CONDITIONS SPECIFIED IN THE CALL OPTION AGREEMENT AT THE CALL PRICE SPECIFIED IN THAT AGREEMENT. THE CLASS A-1 OPTION MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT FROM TIME TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. UPON THE ISSUER EXERCISE OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL THE RELATED CLASS A-1 OPTION IN FORM AND SUBSTANCE SATISFACTORY THE MANNER SPECIFIED IN THE CALL OPTION AGREEMENT, THE CLASS A-1 CERTIFICATE WILL BE TRANSFERRED TO THE ISSUER TO RELEVANT CLASS A-1 OPTION HOLDER BY THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS TRUSTEE, AND YOU WILL BE PAID THE CALL PRICE FOR THIS CERTIFICATE IN COMPLIANCE ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE TERMS OF THE ISSUER. CALL OPTION AGREEMENT, WITHOUT THE REQUIREMENT OF ANY FURTHER ACTION BY YOU, EXCEPT THAT IF THE CLASS A-1 CERTIFICATES ARE HELD IN DEFINITIVE FORM AT SUCH PUBLIC SALE TIME YOU WILL NOT RECEIVE SUCH CALL PRICE UNLESS AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM)UNTIL YOU SURRENDER THIS CERTIFICATE.

Legends on Certificates. Any certificates representing Settlement Interests issued in settlement Salesmation understands and acknowledges that any certificate or other instrument evidencing any of RSUs the HealthStar Acquisition Shares shall be subject to such stop transfer orders and other restrictions as stamped or otherwise imprinted with the Committee may deem advisable under this Agreement or legends (the rules, regulations, and other requirements of "Legends") substantially in the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause a form set forth below: (i) The following legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includeSecurities Act: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR UNDER THE SECURITIES LAWS LAW OF CERTAIN STATESANY STATE. THESE SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED SOLD OR RESOLD OFFERED FOR SALE OR OTHERWISE HYPOTHECATED OR DISTRIBUTED EXCEPT AS PERMITTED (A)(i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR (ii) PURSUANT TO A VALID EXEMPTION FROM SUCH REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE UNDER THE SECURITIES LAWSLAW OF ANY STATE, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR AND (B) UPON RECEIPT BY THE FINANCIAL RISKS COMPANY OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION SHALL BE SATISFACTORY IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT COMPANY THAT ANY PROPOSED TRANSFER OR RESALE SUCH SALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SUCH STATE SECURITIES LAWSLAW." (ii) Any legend imposed or required by HealthStar's certificate of incorporation or bylaws or applicable state securities laws. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFERSalesmation understands and acknowledges that HealthStar will make, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM)or cause to be made, a notation in its stock transfer registry with respect to the restrictions on offer and sale of the HealthStar Acquisition Shares.

Legends on Certificates. Any The certificates representing Settlement Interests the Shares issued in settlement of RSUs hereunder shall be subject to such stop transfer orders and other restrictions as the Committee Board may deem advisable under the Plan, this RSU Agreement or the rules, regulations, and other requirements of the SECSecurities and Exchange Commission, any stock exchange upon which PubCo’s securities such Shares are listed, and any applicable federal, federal or state or foreign laws, and the Committee Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing , including the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includefollowing: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE ANY STATE OR FOREIGN JURISDICTION, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE ACT RELEVANT PROVISIONS OF U.S. FEDERAL AND STATE AND APPLICABLE STATE FOREIGN SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR IF THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY IS PROVIDED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO COMPANY THAT REGISTRATION AND QUALIFICATION UNDER U.S. FEDERAL AND STATE AND APPLICABLE FOREIGN SECURITIES LAWS IS NOT REQUIRED. THE EFFECT THAT SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR IN ANY PROPOSED TRANSFER OR RESALE IS MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD TERMS OF A WRITTEN AGREEMENT BETWEEN THE ISSUER COMPANY AND THE ORIGINAL INITIAL HOLDER OF THESE SETTLEMENT INTERESTS AND HEREOF. SUCH AGREEMENT PROVIDES FOR CERTAIN TRANSFER RESTRICTIONS. THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE SECRETARY OF THE ISSUER. COMPANY WILL UPON WRITTEN REQUEST XXXXXXX A COPY OF SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM)AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.

Legends on Certificates. Any certificates representing Settlement Interests issued in settlement During the term of RSUs shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rulesAgreement, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary each certificate or other appropriate instrument representing Company Preferred Stock will bear legends referencing in substantially the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includefollowing form: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE AND THE SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF ARE SUBJECT TO RESTRICTIONS AND AGREEMENTS CONTAINED IN AN INVESTOR RIGHTS AGREEMENT, DATED AS XX XXXXXX 0, 0000, XXXXX XXXXXXX HOLDING CORP., XXXXXX XXXXXXX, XX., XXXXX X. XXXXXXX, MJB INVESTMENTS, LP, XXXX X. XXXXXXX, AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY ASHFORD HOLDING CORP. TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO ASHFORD HOLDING CORP. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF CERTAIN STATESANY STATE. THESE WITHOUT SUCH REGISTRATION, SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED SOLD, PLEDGED, HYPOTHECATED OR RESOLD OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT UPON DELIVERY TO REGISTRATION OR EXEMPTION THEREFROMASHFORD HOLDING CORP. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO ASHFORD HOLDING CORP. THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO ASHFORD HOLDING CORP. OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE ISSUER COMPANY TO THE EFFECT THAT ANY PROPOSED SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (LAWS OR ANY SECURITIES CONVERTED THEREFROM)RULE OR REGULATION PROMULGATED THEREUNDER.” The Company will make a notation on its records and give instructions to any transfer agent of its equity securities to implement the restrictions on transfer established in this Agreement.

Legends on Certificates. Any certificates Each Purchaser acknowledges that each certificate representing Settlement Interests issued in settlement of RSUs shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause Purchased Securities will contain a legend or legends substantially to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includefollowing effect: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE SETTLEMENT INTERESTS REPRESENTED ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS CERTIFICATE SECURITY (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A)(1) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (3) FOR SO LONG AS THE SECURITIES ARE SUBJECT ELIGIBLE FOR RESALE PURSUANT TO CERTAIN RESTRICTIONS RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON PUBLIC RESALE RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND TRANSFER, AS SET FORTH SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) IN AN AWARD AGREEMENT BETWEEN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S OR (5) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE REGISTRATION REQUIREMENTS OF THE ISSUERSECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATE OF THE UNITED STATES AND OTHER APPLICABLE JURISDICTIONS. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM)A HOLDER AFTER THE RESALE TERMINATION DATE.

Legends on Certificates. Any certificates representing Settlement Interests issued in settlement of RSUs Each Certificate shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rules, regulations, and other requirements bear a legend notifying any Certificateholder of the SECexistence and terms of the Call Option to which that Certificate is subject, any stock exchange upon which PubCo’s securities are listedin substantially the following form: BY ACQUIRING OR ACCEPTING ANY INTEREST IN THIS CERTIFICATE, and any applicable federalYOU ACKNOWLEDGE THAT THIS CERTIFICATE IS SUBJECT TO A PURCHASE OPTION GRANTED TO CORPORATE ASSET BACKED CORPORATION, state or foreign lawsA DELAWARE CORPORATION (THE "DEPOSITOR"), and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall include: THE BY UBS SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED LLC UNDER THE SECURITIES ACT CALL OPTION AGREEMENT, DATED AS OF 1933DECEMBER 15, 2004 (THE "CALL OPTION AGREEMENT"), AMONG THE DEPOSITOR, AS AMENDED THE SOLE INITIAL OPTION HOLDER, UBS SECURITIES LLC, AS THE INITIAL PURCHASER FROM THE DEPOSITOR, AND SOLE HOLDER AT THE TIME OF SUCH GRANT, OF THE CERTIFICATES, AND U.S. BANK TRUST NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, ACTING AS OPTION AGENT FOR THE CERTIFICATEHOLDERS WITH RESPECT TO THE OPTIONS (THE “ACT”"OPTION AGENT"), OR UNDER WHICH OBLIGATIONS HAVE BEEN ASSUMED BY EACH SUBSEQUENT HOLDER OF SUCH CERTIFICATES; YOU AGREE TO ASSUME THE SECURITIES LAWS OBLIGATION OF CERTAIN STATESYOUR TRANSFEROR TO PERFORM SUCH OPTION; AND YOU ACKNOWLEDGE THAT YOUR TRANSFEROR HAS BEEN RELEASED FROM ITS OBLIGATION TO PERFORM SUCH OPTION. THESE SECURITIES ARE SUBJECT THE CALL OPTION AGREEMENT PERMITS THE HOLDER OF THE RELATED OPTION TO RESTRICTIONS PURCHASE THIS CERTIFICATE FROM YOU, WITHOUT YOUR CONSENT, AT THE TIMES AND ON TRANSFERABILITY AND RESALE AND THE CONDITIONS SPECIFIED IN THE CALL OPTION AGREEMENT AT THE CALL PRICE SPECIFIED IN THAT AGREEMENT. THE OPTION MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT FROM TIME TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. UPON THE ISSUER EXERCISE OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL THE RELATED OPTION IN FORM AND SUBSTANCE SATISFACTORY THE MANNER SPECIFIED IN THE CALL OPTION AGREEMENT, THE CERTIFICATE WILL BE TRANSFERRED TO THE ISSUER TO RELEVANT OPTION HOLDER BY THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS TRUSTEE, AND YOU WILL BE PAID THE CALL PRICE FOR THIS CERTIFICATE IN COMPLIANCE ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE TERMS OF THE ISSUER. CALL OPTION AGREEMENT, WITHOUT THE REQUIREMENT OF ANY FURTHER ACTION BY YOU, EXCEPT THAT, IF THE CERTIFICATES ARE HELD IN DEFINITIVE FORM AT SUCH PUBLIC SALE TIME, YOU WILL NOT RECEIVE SUCH CALL PRICE UNLESS AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM)UNTIL YOU SURRENDER THIS CERTIFICATE.

Legends on Certificates. Any certificates representing Settlement Interests issued in settlement of RSUs Each Class A-1 Certificate shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rules, regulations, and other requirements bear a legend notifying any Certificate Holder of the SECexistence and terms of the Class A-1 Option to which that Class A-1 Certificate is subject, any stock exchange upon which PubCo’s securities are listedin substantially the following form: BY ACQUIRING OR ACCEPTING ANY INTEREST IN THIS CERTIFICATE, and any applicable federalYOU ACKNOWLEDGE THAT THIS CERTIFICATE IS SUBJECT TO A PURCHASE OPTION GRANTED TO CORPORATE ASSET BACKED CORPORATION, state or foreign lawsA DELAWARE CORPORATION (THE "DEPOSITOR"), and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall include: THE BY UBS SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED LLC UNDER THE SECURITIES ACT CLASS A-1 CALL OPTION AGREEMENT, DATED AS OF 1933MARCH 8, 2004 (THE "CALL OPTION AGREEMENT"), AMONG THE DEPOSITOR, AS AMENDED THE SOLE INITIAL OPTION HOLDER, UBS SECURITIES LLC, AS THE INITIAL PURCHASER FROM THE DEPOSITOR, AND SOLE HOLDER AT THE TIME OF SUCH GRANT, OF THE CLASS A-1 CERTIFICATES, AND U.S. BANK TRUST NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, ACTING AS OPTION AGENT FOR THE CLASS A-1 CERTIFICATEHOLDERS WITH RESPECT TO THE CLASS A-1 OPTIONS (THE “ACT”"OPTION AGENT"), OR UNDER WHICH OBLIGATIONS HAVE BEEN ASSUMED BY EACH SUBSEQUENT HOLDER OF SUCH CLASS A-1 CERTIFICATES; YOU AGREE TO ASSUME THE SECURITIES LAWS OBLIGATION OF CERTAIN STATESYOUR TRANSFEROR TO PERFORM SUCH CLASS A-1 OPTION; AND YOU ACKNOWLEDGE THAT YOUR TRANSFEROR HAS BEEN RELEASED FROM ITS OBLIGATION TO PERFORM SUCH CLASS A-1 OPTION. THESE SECURITIES ARE SUBJECT THE CALL OPTION AGREEMENT PERMITS THE HOLDER OF THE RELATED CLASS A-1 OPTION TO RESTRICTIONS PURCHASE THIS CERTIFICATE FROM YOU, WITHOUT YOUR CONSENT, AT THE TIMES AND ON TRANSFERABILITY AND RESALE AND THE CONDITIONS SPECIFIED IN THE CALL OPTION AGREEMENT AT THE CALL PRICE SPECIFIED IN THAT AGREEMENT. THE CLASS A-1 OPTION MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT FROM TIME TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. UPON THE ISSUER EXERCISE OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL THE RELATED CLASS A-1 OPTION IN FORM AND SUBSTANCE SATISFACTORY THE MANNER SPECIFIED IN THE CALL OPTION AGREEMENT, THE CLASS A-1 CERTIFICATE WILL BE TRANSFERRED TO THE ISSUER TO RELEVANT CLASS A-1 OPTION HOLDER BY THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS TRUSTEE, AND YOU WILL BE PAID THE CALL PRICE FOR THIS CERTIFICATE IN COMPLIANCE ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE TERMS OF THE ISSUER. CALL OPTION AGREEMENT, WITHOUT THE REQUIREMENT OF ANY FURTHER ACTION BY YOU, EXCEPT THAT IF THE CLASS A-1 CERTIFICATES ARE HELD IN DEFINITIVE FORM AT SUCH PUBLIC SALE TIME YOU WILL NOT RECEIVE SUCH CALL PRICE UNLESS AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM)UNTIL YOU SURRENDER THIS CERTIFICATE.

Legends on Certificates. Any certificates representing Settlement Interests (a) Each certificate issued in settlement after the date hereof that represents Restricted Securities shall (unless otherwise permitted by the provisions of RSUs shall this Section 12) be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement stamped or the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause otherwise imprinted with a legend in substantially the following form (in addition to any other legend required by law or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall include: applicable agreement): "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO RESTRICTIONS ON TRANSFERABILITY AND RESALE DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THAT SUCH REGISTRATION IS NOT REQUIRED." "THE EFFECT THAT ANY PROPOSED TRANSFER TRANSFER, SALE OR RESALE IS IN COMPLIANCE WITH OTHER DISPOSITION OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE THE CONDITIONS SPECIFIED IN A STRATEGIC PARTNER REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 7, 2000, BETWEEN OPUS36O CORPORATION, A DELAWARE CORPORATION (THE "ISSUER"), AND TRANSFERLUCENT TECHNOLOGIES INC., AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH SAME MAY BE OBTAINED AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED AND IN EFFECT FROM TIME TO TIME. A COPY OF SUCH AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS ." The Corporation agrees to remove the legend set forth in this Section 12(a) from a certificate representing securities issued by the Corporation if such securities are sold pursuant to an effective registration statement under the Securities Act or there is delivered to the Corporation an opinion of counsel selected by the holder of such certificate (OR ANY SECURITIES CONVERTED THEREFROM)who may be an employee of such holder) in form and substance reasonably satisfactory to the Corporation that the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. (b) Each Lucent Securityholder consents to the Corporation making a notation on its records and giving instructions to any transfer agent of such Lucent Securityholder's Restricted Securities in order to implement the restrictions on transfer established in this Section 12.

Legends on Certificates. Any certificates representing Settlement Interests (a) Each Stockholder shall ------------------------ hold in certificate form all Shares owned by such Stockholder. Each certificate evidencing Shares issued in settlement of RSUs shall be to or beneficially owned by a person that is subject to such stop transfer orders and other restrictions as the Committee may deem advisable under provisions of this Agreement or shall bear the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includefollowing legend: "THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A STOCKHOLDERS AGREEMENT, DATED AS OF [ ], 1998, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH. IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE “ACT”), BOOKS OF THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AN EXEMPTION FROM THE REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS REQUIREMENTS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFERSUCH ACT." (b) In the event that a Stockholder requests that the legend in Section 2.02(a) be removed, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such Shares without the legend required by Section 2.02(a) endorsed thereon; provided; -------- however, that such holder shall furnish the Company or its transfer agent such ------- certificates, legal opinions or other information as the Company or its transfer agent may reasonably require to confirm that the legend is not required on such certificate. (OR ANY SECURITIES CONVERTED THEREFROMc) In the event that any Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such Shares without the legend required by Section 2.02(a).

Legends on Certificates. Any certificates representing Settlement Interests (a) During the term of this Agreement, the Company shall affix to each certificate issued in settlement of RSUs shall be subject on or after the date hereof to such stop transfer orders a party hereto and other restrictions as the Committee may deem advisable under this Agreement evidencing Series A Preferred Stock, 2002 Warrant Shares or the rules, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause Common Stock a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary or other appropriate legends referencing in substantially the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includefollowing form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE AND THE SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION AND VOTING THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFERAGREEMENTS CONTAINED IN A FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF JULY 14, 2004, AMONG THE COMPANY AND CERTAIN SHAREHOLDERS, AS SET FORTH IN AN AWARD EFFECT FROM TIME TO TIME. A COPY OF THE SHAREHOLDERS AGREEMENT BETWEEN AND ALL APPLICABLE AMENDMENTS THERETO WILL BE FURNISHED BY THE ISSUER AND COMPANY TO THE ORIGINAL RECORD HOLDER OF THESE SETTLEMENT INTERESTS AND THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE ISSUER’S COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUERREGISTERED OFFICE.” (b) During the term of this Agreement, the Company shall not effect any transfer of Series A Preferred Stock, 2002 Warrant Shares or Common Stock evidenced by a certificate issued prior to the date hereof and held by any party to this Agreement until it has advised the proposed transferee of such Series A Preferred Stock, 2002 Warrant Shares or Common Stock, as applicable, that such Series A Preferred Stock, 2002 Warrant Shares or Common Stock, as applicable, is subject to the restrictions on transfer and voting arrangements set forth in this Agreement and provided such proposed transferee with a copy of this Agreement and any applicable amendments. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (OR ANY SECURITIES CONVERTED THEREFROM)The Company shall make a notation on its records and give instructions to any transfer agent of the Series A Preferred Stock, 2002 Warrant Shares or Common Stock, as applicable, in order to implement the restrictions on transfer established in this Agreement.

Legends on Certificates. Any certificates representing Settlement Interests issued in settlement During the term of RSUs shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Agreement or the rulesAgreement, regulations, and other requirements of the SEC, any stock exchange upon which PubCo’s securities are listed, and any applicable federal, state or foreign laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Committee may also cause such certificates to contain customary each certificate or other appropriate instrument representing Newco Shares will bear legends referencing in substantially the restrictions on Transfer of Settlement Interests hereunder and under the Governance Documents. Without limiting the foregoing, such legends shall includefollowing form: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE AND THE SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF ARE SUBJECT TO RESTRICTIONS AND AGREEMENTS CONTAINED IN AN INVESTOR RIGHTS AGREEMENT, DATED AS OF [·], AMONG ASHFORD ADVISORS, INC., REMINGTON HOSPITALITY MANAGEMENT, INC., XXXXXX XXXXXXX, XX., XXXXX X. XXXXXXX, MJB INVESTMENTS, LP, XXXX X. XXXXXXX AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY ASHFORD ADVISORS, INC. TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO ASHFORD ADVISORS, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF CERTAIN STATESANY STATE. THESE WITHOUT SUCH REGISTRATION, SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED SOLD, PLEDGED, HYPOTHECATED OR RESOLD OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSUPON DELIVERY TO ASHFORD ADVISORS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMINC. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO ASHFORD ADVISORS, INC. THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO ASHFORD ADVISORS, INC. OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE ISSUER COMPANY TO THE EFFECT THAT ANY PROPOSED SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SETTLEMENT INTERSTS (LAWS OR ANY SECURITIES CONVERTED THEREFROM)RULE OR REGULATION PROMULGATED THEREUNDER” Newco will make a notation on its records and give instructions to any transfer agent of its equity securities to implement the restrictions on transfer established in this Agreement.