Common use of Legends; Securities Act Compliance Clause in Contracts

Legends; Securities Act Compliance. (a) Each certificate representing Common Shares, Series B Shares or other Equity Securities acquired by the Investor or any of its Affiliates pursuant to Section 3.1 will bear a legend conspicuously thereon to the following effect: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER AGREEMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” (b) In addition to the restrictions set forth in Section 2.1, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under the Securities Act; (ii) an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 under the Securities Act in compliance with Section 2.1(c)(ii), the Company shall upon request, upon receipt of documentation reasonably required by the Company to confirm such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transfer. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) Each certificate representing Common Shares, Series B Conversion Shares or other Equity Securities acquired by the Investor or any of its Affiliates pursuant to Section 3.1 and each certificate representing Warrant Shares will bear a legend conspicuously thereon to the following effect: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OFFERED OR OTHERWISE TRANSFERRED SOLD UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER STOCKHOLDERS’ AGREEMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” (b) In addition to the restrictions set forth in Section 2.13.1, the Investor Stockholders and each Permitted Transferee shall not offer, sell or legally transfer any Common shares of Series B Preferred Stock or Series C Preferred Stock, the Conversion Shares, the Warrants or the Warrant Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement registration statement under the Securities Act; (ii) an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act144; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor Stockholders or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Conversion Shares Beneficially Owned by the Investor or any of its Affiliates is Warrant Shares are Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv)Offering, the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Conversion Shares Beneficially Owned by the Investor or any of its Affiliates is Warrant Shares are Transferred pursuant to Rule 144 under the Securities Act in compliance with Section 2.1(c)(ii)144, the Company shall upon request, upon receipt of documentation reasonably required by the Company to confirm such InvestorInvestor Stockholder’s eligibility to sell such Common Conversion Shares or Warrant Shares pursuant to Rule 144 under the Securities Act144, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transfer. (d) In the event that any Common shares of Series B Preferred Stock or Series C Preferred Stock, Conversion Shares, Warrants or Warrant Shares are Transferred in compliance with Section 3.1(b)(i), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate such Transfer, remove the second sentence of the legend set forth above in connection with such Transfer. (e) In the event that any Conversion Shares or Warrant Shares become transferable without volume or manner of sale restrictions pursuant to Rule 144 144(k) under the Securities Act and the terms of this Article 2 Section 3.2 no longer restrict the Transfer of such Common Conversion Shares or Warrant Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Conversion Shares or Warrant Shares. (ef) Upon the termination of the restrictions set forth in Section 2.13.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Common SharesHolder agrees that all certificates, Series B Shares book entry shares or other Equity Securities acquired by the Investor or any of its Affiliates pursuant to Section 3.1 instruments representing such Shares will bear a legend conspicuously thereon substantially in to the following effect: “THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTS FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “SECURITIES ACT”) OR ANY STATE UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT THE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD PURSUANT TO RULE 144 OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION ANOTHER AVAILABLE EXEMPTION UNDER SUCH THE SECURITIES ACT AND APPLICABLE STATE THE RULES AND REGULATIONS THEREUNDER. THE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT WITH CERTAIN RESTRICTIONS ON TRANSFER, COPIES OF WHICH MAY BE OBTAINED FROM THE TERMS COMPANY OR FROM THE HOLDER OF A STOCKHOLDER THIS CERTIFICATE. ANY ATTEMPTED TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THE STOCKHOLDERS’ AGREEMENT SHALL BE NULL, VOID AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTOF NO EFFECT.” (b) In addition to Notwithstanding Section 5.3(a), at the restrictions set forth in Section 2.1, request of the Investor shall not offeror other applicable Holder, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under at such time as the Securities Act; (ii) an opinion of legal counsel reasonably acceptable to restrictions described in the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “foregoing are no action” letter from the staff of the SEC addressed longer applicable to the Investor or a Permitted Transferee such other Holder and (ii) with respect to restrictions that refer to the Securities Act or other Laws, upon receipt by the Company of an opinion of counsel to the effect that the Transfer without registration would not result in a recommendation by first sentence of the staff foregoing legend is no longer required under the Securities Act or other Laws, as the case may be, the Company will promptly cause such legend to the SEC that action be taken with respect thereto. (c) In the event that removed from any Common certificate or book entry share for any Shares Beneficially Owned held by the Investor or any of its Affiliates is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 under the Securities Act in compliance with Section 2.1(c)(ii), the Company shall upon request, upon receipt of documentation reasonably required by the Company to confirm such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transferother Holder. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Common SharesAres Party agrees that all certificates, Series B Shares book-entry shares or other Equity Securities acquired by instruments representing the Investor or any of its Affiliates pursuant to Section 3.1 Shares (other than Public Offering Shares) will bear a legend conspicuously thereon the following applicable legends substantially to the following effect: “effect (with the first legend applicable solely with respect to any unregistered shares of Common Stock): THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTS FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “SECURITIES ACT”) OR ANY STATE UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT THE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD PURSUANT TO RULE 144 OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION ANOTHER AVAILABLE EXEMPTION UNDER SUCH THE SECURITIES ACT AND APPLICABLE STATE THE RULES AND REGULATIONS THEREUNDER. THE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT WITH CERTAIN RESTRICTIONS ON TRANSFER, COPIES OF WHICH MAY BE OBTAINED FROM THE TERMS COMPANY OR FROM THE HOLDER OF A STOCKHOLDER THIS CERTIFICATE. ANY ATTEMPTED TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THE STOCKHOLDERS’ AGREEMENT SHALL BE NULL, VOID AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTOF NO EFFECT.” (b) In addition to Notwithstanding Section 4.3(a), at the restrictions set forth in Section 2.1request of the Ares Parties, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under at such time as the Securities Act; restrictions described in the foregoing are no longer applicable to the Ares Parties and (ii) with respect to restrictions that refer to the Securities Act or other Laws, upon receipt by the Company of an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by first sentence of the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates foregoing legend is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 no longer required under the Securities Act in compliance with Section 2.1(c)(ii)or other Laws, as the case may be, the Company shall upon request, upon receipt of documentation reasonably required will promptly cause such legend to be removed from any certificate or book entry share for any Shares held by the Company to confirm such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such TransferAres Parties. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) Each certificate representing Common Shares, Series B Conversion Shares or other Equity Securities acquired by the Investor or any of its Affiliates pursuant to Section 3.1 will bear a legend conspicuously thereon to the following effect: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OFFERED OR OTHERWISE TRANSFERRED SOLD UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER STOCKHOLDERS’ AGREEMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” (b) In addition to the restrictions set forth in Section 2.13.1, the Investor Stockholders and each Permitted Transferee shall not offer, sell or legally transfer any Common shares of Series B Preferred Stock or Conversion Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement registration statement under the Securities Act; (ii) an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act144; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor Stockholders or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Conversion Shares Beneficially Owned by the Investor or any of its Affiliates is are Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv)Offering, the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Conversion Shares Beneficially Owned by the Investor or any of its Affiliates is are Transferred pursuant to Rule 144 under the Securities Act in compliance with Section 2.1(c)(ii)144, the Company shall upon request, upon receipt of documentation reasonably required by the Company to confirm such InvestorInvestor Stockholder’s eligibility to sell such Common Shares of Series B Preferred Stock or Conversion Shares pursuant to Rule 144 under the Securities Act144, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transfer. (d) In the event that any Common shares of Series B Preferred or Conversion Shares are Transferred in compliance with Section 3.1(b)(i), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate such Transfer, remove the second sentence of the legend set forth above in connection with such Transfer. (e) In the event that any Conversion Shares become transferable without volume or manner of sale restrictions pursuant to Rule 144 144(k) under the Securities Act and the terms of this Article 2 Section 3.2 no longer restrict the Transfer of such Common Conversion Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Conversion Shares. (ef) Upon the termination of the restrictions set forth in Section 2.13.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) Each certificate representing Common SharesThe Holder acknowledges that the Closing Share Consideration to be received by such Holder will not be registered under the Securities Act or any state securities laws at such time, Series B Shares and agrees that such shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with foreign securities laws, in each case, to the extent applicable. The Holder agrees that all certificates, book-entry shares or other Equity Securities acquired instruments representing the Closing Share Consideration to be received by the Investor or any of its Affiliates pursuant to Section 3.1 such Holder will bear a legend conspicuously thereon substantially to the following effect: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The securities evidenced by this certificate have been issued and sold without registration under the United States Securities Act of 1933, AS AMENDEDas amended (the “Securities Act”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFEREDor the securities laws of any state of the United States (a “State Act”) in reliance upon certain exemptions from registration under said acts. The securities evidenced by this certificate are subject to a Securityholder Agreement with certain restrictions on transfer, SOLDand further cannot be sold, PLEDGEDassigned or otherwise transferred within the United States unless such sale, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITIONassignment or other transfer is (i) made pursuant to an effective registration statement under the Securities Act and in accordance with each applicable State Act or (ii) exempt from, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER AGREEMENT AND MAY NOT BE OFFEREDor not subject to, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTthe Securities Act and each applicable State law.” (b) In addition to Notwithstanding Section 7.2(a), at the restrictions set forth in Section 2.1request of a Holder, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under at such time as the Securities Act; restrictions described in the second sentence of the foregoing legend are no longer applicable to such Holder and (ii) with respect to restrictions that refer to the Securities Act or other Legal Requirements, upon receipt by the Acquirer of an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by first sentence of the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates foregoing legend is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 no longer required under the Securities Act in compliance with Section 2.1(c)(iior other Legal Requirements, as the case may be (and for which Acquirer will use reasonable efforts to have corporate counsel to Acquirer to provide such an opinion of counsel to Acquirer upon request by such Holder), the Company shall upon request, upon receipt of documentation reasonably required Acquirer will promptly cause such legend to be removed from any certificate or book-entry share for any Acquirer Shares held by the Company to confirm such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transferrequesting Holder. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Common SharesHolder agrees that all certificates, Series B Shares book-entry shares or other Equity Securities acquired by the Investor or any of its Affiliates pursuant to Section 3.1 instruments representing such Shares will bear a legend conspicuously thereon substantially to the following effect: “THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTS FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “SECURITIES ACT”) OR ANY STATE UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT THE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD PURSUANT TO RULE 144 OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION ANOTHER AVAILABLE EXEMPTION UNDER SUCH THE SECURITIES ACT AND APPLICABLE STATE THE RULES AND REGULATIONS THEREUNDER. THE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT WITH CERTAIN RESTRICTIONS ON TRANSFER, COPIES OF WHICH MAY BE OBTAINED FROM THE TERMS COMPANY OR FROM THE HOLDER OF A STOCKHOLDER THIS CERTIFICATE. ANY ATTEMPTED TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THE STOCKHOLDERS’ AGREEMENT SHALL BE NULL, VOID AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTOF NO EFFECT.” (b) In addition to Notwithstanding Section 5.3(a), at the restrictions set forth in Section 2.1request of the Member Parties or other applicable Holder, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under at such time as the Securities Act; restrictions described in the foregoing are no longer applicable to the Member Parties or such other Holder and (ii) with respect to restrictions that refer to the Securities Act or other Laws, upon receipt by the Company of an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by first sentence of the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates foregoing legend is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 no longer required under the Securities Act in compliance with Section 2.1(c)(ii)or other Laws, as the case may be, the Company shall upon request, upon receipt of documentation reasonably required will promptly cause such legend to be removed from any certificate or book entry share for any Shares held by the Company to confirm Member Parties or such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transferother Holder. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) Each certificate representing Shareholder acknowledges that the Initial Shares and any Common SharesShares issued upon exchange, Series B conversion or redemption thereof have not been, as of the date hereof, registered under the Securities Act or under any other securities Laws and, without limiting the generality or effect of any other provision hereof, agrees that it will not Transfer of any of such Initial Shares or Common Shares except in compliance with the registration requirements or exemption provisions of the Securities Act and any other Equity Securities acquired by applicable securities Laws and the Investor provisions of this Agreement. Each Shareholder agrees that all certificates, book-entry shares or any of its Affiliates pursuant other instruments representing such Initial Shares or Common Shares subject to Section 3.1 this Agreement will bear a legend conspicuously thereon substantially to the following effect: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE WERE NOT BEEN ISSUED IN A TRANSACTION REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR EXEMPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWSACT. IN ADDITION, THE SHARES SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE AS SUBJECT TO THE TERMS RESTRICTIONS SET FORTH IN A SHAREHOLDERS AGREEMENT, DATED , 2015, A COPY OF A STOCKHOLDER AGREEMENT AND WHICH, AS AMENDED FROM TIME TO TIME, MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTOBTAINED FROM WABTEC CORPORATION.” (b) In addition to Notwithstanding Section 2.6(a) of this Agreement, at the restrictions set forth in Section 2.1request of a Shareholder, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under the Securities Act; at such time as such restrictions are no longer applicable and (ii) with respect to the first sentence of the foregoing legend, upon receipt by Wabtec of an opinion of legal counsel reasonably acceptable satisfactory to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee Wabtec to the effect that the Transfer without registration would not result in a recommendation by first sentence of the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates foregoing legend is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 no longer required under the Securities Act in compliance with Section 2.1(c)(ii)or other applicable Laws, as the Company shall upon requestcase may be, upon receipt of documentation reasonably required by the Company Wabtec will promptly cause such legend to confirm such Investor’s eligibility to sell such Common be removed from any certificate or book-entry share for any Initial Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transfer. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) Each certificate representing Common SharesStockholder acknowledges that the Closing Share Consideration to be received by Stockholder will not be registered under the Securities Act or any state securities laws at such time, Series B Shares and agrees that such shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with Table of Contents foreign securities laws, in each case, to the extent applicable. Stockholder agrees that all certificates, book-entry shares or other Equity Securities acquired instruments representing the Closing Share Consideration to be received by the Investor or any of its Affiliates pursuant to Section 3.1 Stockholder will bear a legend conspicuously thereon substantially to the following effect: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The securities evidenced by this certificate have been issued and sold without registration under the United States Securities Act of 1933, AS AMENDEDas amended (the “Securities Act”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFEREDor the securities laws of any state of the United States (a “State Act”) in reliance upon certain exemptions from registration under said acts. The securities evidenced by this certificate are subject to a Merger Agreement with certain restrictions on transfer, SOLDand further cannot be sold, PLEDGEDassigned or otherwise transferred within the United States unless such sale, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITIONassignment or other transfer is (i) made pursuant to an effective registration statement under the Securities Act and in accordance with each applicable State Act or (ii) exempt from, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER AGREEMENT AND MAY NOT BE OFFEREDor not subject to, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTthe Securities Act and each applicable State law.” (b) In addition to Notwithstanding Section 3.5(a), at the restrictions set forth in Section 2.1request of Stockholder, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under at such time as the Securities Act; restrictions described in the second sentence of the foregoing legend are no longer applicable to Stockholder and (ii) with respect to restrictions that refer to the Securities Act or other Legal Requirements, upon receipt by the Acquirer of an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by first sentence of the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates foregoing legend is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 no longer required under the Securities Act in compliance with Section 2.1(c)(iior other Legal Requirements, as the case may be (and for which Acquirer will use reasonable efforts to have corporate counsel to Acquirer to provide such an opinion of counsel to Acquirer upon request by Stockholder), the Company shall upon request, upon receipt of documentation reasonably required Acquirer will promptly cause such legend to be removed from any certificate or book-entry share for any Acquirer Shares held by the Company to confirm such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such TransferStockholder. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) The Investors acknowledge that the Shares received in the Mergers, as of the Closing Date, have not been registered under the Securities Act or any state securities laws and agrees that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with foreign securities laws, in each case, to the extent applicable. Each certificate Holder agrees that all certificates, book-entry shares or other instruments representing Common Shares, Series B such Shares or other Equity Securities acquired by the Investor or any of its Affiliates pursuant to Section 3.1 will bear a legend conspicuously thereon substantially to the following effect: “THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT OF THE UNITED STATES (A “STATE ACT”) IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SAID ACTS. THE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER STOCKHOLDERS AGREEMENT WITH CERTAIN RESTRICTIONS ON TRANSFER, AND MAY NOT FURTHER CANNOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT WITHIN THE UNITED STATES UNLESS SUCH SALE, ASSIGNMENT OR OTHER TRANSFER IS (I) MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH SUCH AGREEMENTEACH APPLICABLE STATE ACT OR (II) EXEMPT FROM, OR NOT SUBJECT TO, THE SECURITIES ACT AND EACH APPLICABLE STATE ACT.” (b) In addition to Notwithstanding Section 5.3(a), at the restrictions set forth in Section 2.1request of an Investor, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under at such time as the Securities Act; restrictions described in the second sentence of the foregoing legend are no longer applicable to such Investor and (ii) with respect to restrictions that refer to the Securities Act or other applicable Laws, upon receipt by the Company of an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by first sentence of the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates foregoing legend is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 no longer required under the Securities Act in compliance with Section 2.1(c)(ii)or other applicable Laws, as the case may be, the Company shall upon request, upon receipt of documentation reasonably required will promptly cause such legend to be removed from any certificate or book-entry share for any Shares held by the Company to confirm such requesting Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transfer. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) Each Holder agrees to the imprinting of the following legend on any certificate representing evidencing any of the Warrants and the Underlying Common SharesStock and any Additional Acquired Shares (provided that the legend set forth in the third immediately following paragraph shall only be affixed to a security Transferred in reliance on clause (vi) of Section 3.1(a) hereof) (as so legended, Series B Shares or other Equity Securities acquired the “Restricted Securities”), unless such legend is no longer required with respect to such Holder as contemplated by the Investor or any provisions of its Affiliates pursuant to Section 3.1 will bear a legend conspicuously thereon to the following effect: 3.2(b): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND AND, ACCORDINGLY, MAY NOT BE OFFEREDOFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, SOLDOR IN A TRANSACTION NOT SUBJECT TO, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM THE REGISTRATION UNDER SUCH REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. IN ADDITION, .” “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE MAY BE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT, DATED AS OF JUNE 10, 2009, AMONG THE TERMS GREENBRIER COMPANIES, INC., WLR RECOVERY FUND IV, L.P., WLR IV PARALLEL ESC, L.P., XX XXXX & CO. LLC AND EACH OF A STOCKHOLDER THE OTHER HOLDERS FROM TIME TO TIME PARTY THERETO, COPIES OF WHICH INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT ARE ON FILE AND AVAILABLE AT THE PRINCIPAL OFFICE OF THE GREENBRIER COMPANIES, INC.” “THE HOLDER HEREOF, BY VIRTUE OF ITS ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ARTICLES 3 (IF APPLICABLE) AND 5 OF THE INVESTOR RIGHTS AND RESTRICTIONS AGREEMENT AND, IF THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE WARRANTS, THE WARRANT AGREEMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTTHIS CERTIFICATE.” (b) In addition to the restrictions set forth in Section 2.1, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under the Securities Act; (ii) an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by the staff to the SEC that action be taken with respect thereto. (c) In the event that any Warrants, Underlying Common Stock or Additional Acquired Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is are Transferred pursuant to Rule 144 under the Securities Act in compliance with Section 2.1(c)(ii3.1(a)(iii), Section 3.1(a)(iv) or, to the Company shall upon request, upon receipt of documentation reasonably extent such securities are not required by the Company to confirm such Investor’s eligibility to sell such Common Shares bear legends pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act Section 3.1(a)(C) or (subject to receipt of such documentation a reasonable period of time prior to such saleD), remove the second sentence of the legend set forth above in connection with such Transfer., Section 3.1 (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereofa)(vi), the Company shall promptly upon request remove the legends set forth above from the certificates representing such Warrants or Underlying Common SharesStock, as applicable. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Common SharesHolder agrees that all certificates, Series B Shares book-entry shares or other Equity Securities acquired by the Investor or any of its Affiliates pursuant to Section 3.1 instruments representing such Shares will bear a legend conspicuously thereon substantially to the following effect: “THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTS FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “SECURITIES ACT”) OR ANY STATE UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT THE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD PURSUANT TO RULE 144 OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION ANOTHER AVAILABLE EXEMPTION UNDER SUCH THE SECURITIES ACT AND APPLICABLE STATE THE RULES AND REGULATIONS THEREUNDER. THE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT WITH CERTAIN RESTRICTIONS ON TRANSFER, COPIES OF WHICH MAY BE OBTAINED FROM THE TERMS COMPANY OR FROM THE HOLDER OF A STOCKHOLDER THIS CERTIFICATE. ANY ATTEMPTED TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THE STOCKHOLDERS’ AGREEMENT SHALL BE NULL, VOID AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTOF NO EFFECT.” (b) In addition to Notwithstanding Section 5.3(a), at the restrictions set forth in Section 2.1request of the Member Parties or other applicable Holder, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under the Securities Act; (ii) an opinion of legal counsel reasonably acceptable to the Company that at such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 under the Securities Act in compliance with Section 2.1(c)(ii), the Company shall upon request, upon receipt of documentation reasonably required by the Company to confirm such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transfer. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.22 DB1/ 97884447.26

Legends; Securities Act Compliance. (a) Each The Shares, Conversion Shares and Warrants Shares, any certificate representing Common Shares, Series B the Warrants and the notice sent to any stockholder of the Company of Shares or other Equity Securities acquired by the Investor or any of its Affiliates pursuant to Section 3.1 in book-entry form will bear a legend conspicuously thereon or statement (as applicable) to the following effect: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE SAID ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER SUCH ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED BY “THIS CERTIFICATE ARE SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT BY AND AMONG NOODLES & COMPANY AND XXXXXXXXX-NOODLES, LLC, DATED AS OF FEBRUARY 8, 2017, AND THE [CERTIFICATE OF DESIGNATIONS OF SERIES A SERIES A CONVERTIBLE PREFERRED STOCK OF NOODLES & COMPANY / WARRANT AGREEMENT BY AND AMONG NOODLES & COMPANY AND XXXXXXXXX-NOODLES, LLC, DATED AS OF FEBRUARY 8, 2017], THE TERMS OF EACH ARE HEREBY INCORPORATED BY REFERENCE AND A STOCKHOLDER AGREEMENT COPY OF EACH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF NOODLES & COMPANY, AND EACH MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTOBTAINED BY THE REGISTERED HOLDER OF THIS SECURITY UPON REQUEST AND WITHOUT CHARGE FROM NOODLES & COMPANY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.” (b) In addition to the restrictions set forth in Section 2.1, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under the Securities Act; (ii) an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 under the Securities Act in compliance with Section 2.1(c)(ii), the Company shall upon request, upon receipt of documentation reasonably required by the Company to confirm such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transfer. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Common SharesShareholder agrees that all certificates, Series B Shares book-entry shares or other Equity Securities acquired by instruments representing the Investor or any of its Affiliates pursuant to Section 3.1 Shares (other than Transaction Shares) will bear a legend conspicuously thereon the following applicable legends substantially to the following effect: “effect (with the first legend applicable solely with respect to any unregistered Common Shares): THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTS FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "SECURITIES ACT") OR ANY STATE UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT THE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD PURSUANT TO RULE 144 OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION ANOTHER AVAILABLE EXEMPTION UNDER SUCH THE SECURITIES ACT AND APPLICABLE STATE THE RULES AND REGULATIONS THEREUNDER. THE SECURITIES LAWS. IN ADDITION, THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT WITH CERTAIN RESTRICTIONS ON TRANSFER, COPIES OF WHICH MAY BE OBTAINED FROM THE TERMS COMPANY OR FROM THE HOLDER OF A STOCKHOLDER THIS CERTIFICATE. ANY ATTEMPTED TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THE SHAREHOLDERS AGREEMENT SHALL BE NULL, VOID AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTOF NO EFFECT.” (b) In addition to Notwithstanding Section 5.3(a), at the restrictions set forth in Section 2.1request of the Shareholders, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under at such time as the Securities Act; restrictions described in the foregoing are no longer applicable to the Shareholders and (ii) with respect to restrictions that refer to the Securities Act or other Laws, upon receipt by the Company of an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by first sentence of the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates foregoing legend is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 no longer required under the Securities Act in compliance with Section 2.1(c)(ii)or other Laws, as the case may be, the Company shall upon request, upon receipt of documentation reasonably required will promptly cause such legend to be removed from any certificate or book entry share for any Shares held by the Company to confirm such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such TransferShareholders. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) Each certificate representing Common SharesThe Parties hereto acknowledge and agree that the Closing Share Consideration to be received by each Seller Person will not be registered under the Securities Act or any state securities laws at the time of Closing, Series B Shares and agrees that such shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with foreign securities laws, in each case, to the extent applicable. The Holder agrees that all certificates, book-entry shares or other Equity Securities acquired instruments representing the Closing Share Consideration to be received by the Investor or any of its Affiliates pursuant to Section 3.1 such Seller Person will bear a legend conspicuously thereon substantially to the following effect: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The securities evidenced by this certificate have been issued and sold without registration under the United States Securities Act of 1933, AS AMENDEDas amended (the “Securities Act”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFEREDor the securities laws of any state of the United States (a “State Act”) in reliance upon certain exemptions from registration under said acts. The securities evidenced by this certificate are subject to a six (6) month restriction on resale pursuant to Section 8.11(a) of the Asset Purchase Agreement and cannot be sold, SOLDassigned or otherwise transferred within the United States unless such sale, PLEDGEDassignment or other transfer is (i) made pursuant to Section 8.11(b) thereof, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION(ii) made pursuant to an effective registration statement under the Securities Act and in accordance with each applicable State Act, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER AGREEMENT AND MAY NOT BE OFFEREDor (iii) exempt from, SOLDor not subject to, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENTthe Securities Act and each applicable State law.” (b) In addition to Notwithstanding Section 8.13(a), at the restrictions set forth in Section 2.1request of a Seller Person, the Investor shall not offer, sell or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: (i) an effective Registration Statement under at such time as the Securities Act; restrictions described in the second sentence of the foregoing legend are no longer applicable to such Seller Person, and (ii) with respect to restrictions that refer to the Securities Act or other Legal Requirements, upon receipt by the Parent of an opinion of legal counsel reasonably acceptable to the Company that such Transfer is exempt from the registration requirements of Section 5 of the Securities Act; (iii) pursuant to Rule 144 under the Securities Act; or (iv) a “no action” letter from the staff of the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result in a recommendation by first sentence of the staff to the SEC that action be taken with respect thereto. (c) In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates foregoing legend is Transferred in a Public Offering as provided in Section 2.1(c)(iii) or 2.1(c)(iv), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 no longer required under the Securities Act in compliance with Section 2.1(c)(iior other Legal Requirements, as the case may be (and for which Parent will use reasonable efforts to have corporate counsel to Parent provide such an opinion of counsel to Parent upon request by such Seller Person), the Company shall upon request, upon receipt Parent will promptly cause such legend to be removed from any certificate or book-entry share for any shares of documentation reasonably required Parent Stock held by the Company to confirm such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transferrequesting Seller Person. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.

Legends; Securities Act Compliance. (a) Each certificate representing Common Shares, Series B the Securities and each certificate representing Conversion Shares or other Equity Securities acquired by the Investor or any of its Affiliates pursuant to Section 3.1 will bear a legend conspicuously thereon to the following effect: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OFFERED OR OTHERWISE TRANSFERRED SOLD UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER SECURITIES PURCHASE AGREEMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” (b) In addition The requirement imposed by Section 8.3(a) shall cease and terminate as to the restrictions set forth in Section 2.1, the Investor shall not offer, sell any particular Security or legally transfer any Common Shares or Equity Securities acquired pursuant to Section 3.1 hereof except pursuant to: Conversion Share (i) an effective Registration Statement under when, in the Securities Act; (ii) an opinion of legal counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company that such Transfer is exempt from the registration requirements of Section 5 of with the Securities Act; Act or (iiiii) pursuant to Rule 144 when such Securities or Conversion Shares have been effectively registered under the Securities Act; Act or (iv) a “no action” letter Transferred in compliance with Rule 144. Wherever such requirement shall cease and terminate as to any Securities or Conversion Shares the holder thereof shall be entitled to receive from the staff of Company, without expense, new certificates not bearing the SEC addressed to the Investor or a Permitted Transferee to the effect that the Transfer without registration would not result legend set forth in a recommendation by the staff to the SEC that action be taken with respect theretoSection 8.3(a). (c) In the event that any Common Notes, shares of Convertible Preferred Stock, Conversion Shares Beneficially Owned by the Investor or any of its Affiliates is Warrants are Transferred in a Public Offering as provided in compliance with Section 2.1(c)(iii) or 2.1(c)(iv8.1(a)(iii), the Company shall promptly, upon request, but in any event not later than is necessary in order to consummate the sale of such securities pursuant to such Public Offering, remove the legend set forth above in connection with such Transfer. In the event that any Common Shares Beneficially Owned by the Investor or any of its Affiliates is Transferred pursuant to Rule 144 under the Securities Act in compliance with Section 2.1(c)(ii), the Company shall upon request, upon receipt of documentation reasonably required by the Company to confirm such Investor’s eligibility to sell such Common Shares pursuant to Rule 144 under the Securities Act, promptly but in any event not later than is necessary in order to consummate the sale of such securities pursuant to Rule 144 under the Securities Act (subject to receipt of such documentation a reasonable period of time prior to such sale), remove the second sentence of the legend set forth above in connection with such Transfer. (d) In the event that any Common Shares are transferable without volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act and the terms of this Article 2 no longer restrict the Transfer of such Common Shares by the holder thereof, the Company shall promptly upon request remove the legends set forth above from the certificates representing such Common Shares. (e) Upon the termination of the restrictions set forth in Section 2.1, the Company shall promptly, upon request, deliver a replacement certificate not containing the second sentence of the legend set forth above.