Common use of LEGENDS ON STOCK Clause in Contracts

LEGENDS ON STOCK. (a) Each Capital Stock certificate of the Company owned by a Principal Stockholder, an Investor or any Transferee of a Principal Stockholder or an Investor that becomes a party hereto shall bear the following legend on the face thereof (or a substantively equivalent legend): “THIS CERTIFICATE IS ISSUED SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF JUNE , 2007, AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) In addition, each Capital Stock certificate of the Company owned by a Principal Stockholder, an Investor or any Transferee of a Principal Stockholder or an Investor that becomes a party hereto shall also bear the following legend on the face thereof (or a substantively equivalent legend): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE RESTRICTED SECURITIES AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (A) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED.” (c) Any certificate issued at any time in exchange or substitution for any certificate bearing the legend set forth in (a) and/or (b) above (except a new certificate issued upon completion of a public distribution under a registration statement of the Capital Stock represented thereby shall be required) shall also bear such legend unless, with respect to the legend set forth in (b) above, in the opinion of counsel for the holder of such Capital Stock (which counsel shall be reasonably satisfactory to the Company), the Capital Stock represented thereby is not, at such time, required by law to bear such legend. (d) The Company agrees that it will not Transfer on its books any certificate for its Capital Stock in violation of the provisions of this Agreement.

LEGENDS ON STOCK. Certificates A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each of the Stockholders hereby agrees that each outstanding certificate representing Shares subject to this Agreement shall bear legends reading substantially as follows: (a) Each Capital Stock certificate of the Company owned by a Principal Stockholder, an Investor or any Transferee of a Principal Stockholder or an Investor that becomes a party hereto shall bear the following legend on the face thereof (or a substantively equivalent legend): “THIS CERTIFICATE IS ISSUED SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF JUNE , 2007, AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) In addition, each Capital Stock certificate of the Company owned by a Principal Stockholder, an Investor or any Transferee of a Principal Stockholder or an Investor that becomes a party hereto shall also bear the following legend on the face thereof (or a substantively equivalent legend): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE RESTRICTED SECURITIES AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT OR BLUE SKY LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED DISPOSED OF EXCEPT (A) IN CONJUNCTION WITH PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO AN OPINION EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES OR BLUE SKY LAWS. (b) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, AND CERTAIN VOTING RESTRICTIONS, ON THE TERMS AND CONDITIONS SET FORTH IN A STOCKHOLDERS' AGREEMENT DATED AS OF COUNSEL REASONABLY SATISFACTORY TO AUGUST 7, 2000, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER THAT COMPANY OR FROM THE HOLDER OF THIS CERTIFICATE. NO TRANSFER OF SUCH REGISTRATION OR SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE IS NOT REQUIREDWITH THE TERMS OF SUCH AGREEMENT.” (c) Any certificate issued at any time in exchange or substitution for any certificate bearing the legend set forth in THE HOLDER OF THIS CERTIFICATE AGREES FOR SUCH PERIOD AS THE COMPANY'S INVESTMENT BANKER SHALL REASONABLY REQUEST AND TO THE EXTENT ALSO AGREED TO BY THE FOUNDERS (a) and/or (b) above (except a new certificate issued upon completion of a public distribution under a registration statement of the Capital Stock represented thereby shall be required) shall also bear such legend unless, with respect to the legend set forth in (b) above, in the opinion of counsel for the holder of such Capital Stock (which counsel shall be reasonably satisfactory to the CompanyAS SUCH TERM IS DEFINED IN THE SHAREHOLDERS AGREEMENT), the Capital Stock represented thereby is notNOT TO DIRECTLY OR INDIRECTLY OFFER, at such timeSELL (INCLUDING BY EFFECTING ANY SHORT SALE), CONTRACT TO SELL, HYPOTHECATE, PLEDGE, GRANT ANY OPTION FOR THE SALE OF, ACQUIRE ANY OPTION TO DISPOSE OF, TRANSFER OR OTHERWISE DISPOSE OF ANY COMMON STOCK, WITHOUT OBTAINING THE PRIOR WRITTEN CONSENT OF SUCH INVESTMENT BANKER, WHICH CONSENT MAY BE WITHHELD OR GRANTED IN SUCH INVESTMENT BANKER'S SOLE DISCRETION. Such certificate shall bear any additional legend required by law to bear such legendthe Asset Agreement or required for compliance with state securities or blue sky laws. (d) The Company agrees that it will not Transfer on its books any certificate for its Capital Stock in violation of the provisions of this Agreement.

LEGENDS ON STOCK. (a) Each Capital Stock certificate of the Company owned held by a Principal Stockholder, an Investor Existing Shareholder or any Transferee of a Principal Stockholder or an Investor that becomes a party hereto Existing Shareholder shall bear the following legend on the face thereof (or a substantively equivalent legend): “thereof: "THIS CERTIFICATE IS ISSUED SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS SHAREHOLDERS AGREEMENT DATED AS OF JUNE DECEMBER 20, 20071996, AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) In addition, each Capital Stock certificate of the Company owned by a Principal Stockholder, an Investor or any Transferee of a Principal Stockholder or an Investor that becomes a party hereto shall also bear the following legend on the face thereof (or a substantively equivalent legend): “" "THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE RESTRICTED SECURITIES AS DEFINED IN RULE 144 PROMULGATED AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (A) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 AND LAW OR UNLESS AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT FROM SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIREDAVAILABLE.” (c) " Any certificate issued at any time in exchange or substitution for any certificate bearing the such legend set forth in (a) and/or (b) above (except a new certificate issued upon completion of a public distribution under a registration statement of the Capital Stock represented thereby shall be requiredthereby) shall also bear such legend unless, with respect to the legend set forth in (b) above, in the opinion of counsel for the holder of such Capital Stock (which counsel shall be reasonably satisfactory to the Company), the Capital Stock represented thereby is not, at such time, required by law to bear such legend. (d) The Company agrees that it will not Transfer on its books any certificate for its Capital Stock in violation of the provisions of this Agreement.reasonably

LEGENDS ON STOCK. (a) Each Capital Stock certificate of the Company owned held by a Principal Stockholder, an Investor Existing Shareholder or any Transferee of a Principal Stockholder or an Investor that becomes a party hereto Existing Shareholder shall bear the following legend on the face thereof (or a substantively equivalent legend): “thereof: "THIS CERTIFICATE IS ISSUED SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS SHAREHOLDERS AGREEMENT DATED AS OF JUNE DECEMBER 20, 20071996, AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) In addition, each Capital Stock certificate of the Company owned by a Principal Stockholder, an Investor or any Transferee of a Principal Stockholder or an Investor that becomes a party hereto shall also bear the following legend on the face thereof (or a substantively equivalent legend): “" "THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE RESTRICTED SECURITIES AS DEFINED IN RULE 144 PROMULGATED AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (A) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 AND LAW OR UNLESS AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT FROM SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIREDAVAILABLE.” (c) " Any certificate issued at any time in exchange or substitution for any certificate bearing the such legend set forth in (a) and/or (b) above (except a new certificate issued upon completion of a public distribution under a registration statement of the Capital Stock represented thereby shall be requiredthereby) shall also bear such legend unless, with respect to the legend set forth in (b) above, in the opinion of counsel for the holder of such Capital Stock (which counsel shall be reasonably satisfactory to the Company), the Capital Stock represented thereby is not, at such time, required by law to bear such legend. (d) . The Company agrees that it will not Transfer on its books any certificate for its Capital Stock in violation of the provisions of this Agreement.