Common use of Legends; Stop Transfer Clause in Contracts

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A STOCK REPURCHASE AGREEMENT, DATED AS OF , COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.” (b) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock books of the Company, and such Shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK REPURCHASE PURCHASE AGREEMENT, DATED AS OF JUNE 17, 2005, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock books of the Company, and such Shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK REPURCHASE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 24, 2004, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock books of the Company, and such Shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) 4.1 Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACTTHE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE AND OTHER RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON RESTRICTING TRANSFER CONTAINED IN A STOCK REPURCHASE BUY-SELL AGREEMENT, DATED AS OF DECEMBER 10, COPIES 2003, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) 4.2 In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock books of the Company, and such Shares shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following formlegend: “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A STOCK REPURCHASE AGREEMENT, DATED AS OF , COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.” (b) In addition, following the execution and delivery of the agreement contemplated by Section 2(c), the Stockholder shall deliver her certificate representing the Shares to the Company and the Company shall add any additional legends it deems appropriate as a result of the terms and conditions of such agreement. The Company shall make a notation regarding the any restrictions on transfer Transfer of the Shares in the stock books of the Company, and such Shares shall be transferred Transferred on the books of the Company only if and when transferred or sold Transferred in compliance with all of the terms and conditions of this AgreementAgreement and the agreement contemplated by Section 2(c).

Legends; Stop Transfer. (a) 4.1 Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACTTHE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE AND OTHER RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON RESTRICTING TRANSFER CONTAINED IN A STOCK REPURCHASE BUY-SELL AGREEMENT, DATED AS OF OCTOBER 25, COPIES 2000, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) 4.2 In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock books of the Company, and such Shares shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) Each certificate representing All certificates for shares of the Shares Stock shall bear legends in or substantially in the following formlegends: “THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDED. NO TRANSFEROFFERED FOR SALE, SALE PLEDGED OR OTHER DISPOSITION HYPOTHECATED IN THE ABSENCE OF THESE SHARES MAY BE MADE UNLESS A AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT AS TO THESE SHARES HAS BECOME EFFECTIVE THE SECURITIES UNDER SAID ACT, ACT OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO RESTRICTED BY THE TERMS OF THAT CERTAIN REPURCHASE RIGHTS IN FAVOR OF RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A STOCK REPURCHASE AGREEMENT, DATED AS OF , COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF NAMED STOCKHOLDER. THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGEMAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares Stock in the stock books its stockbooks, and shares of the Company, and such Shares Stock shall be transferred on the books of the Company only if and when transferred or sold pursuant to an effective registration statement under the 1933 Act covering such shares or pursuant to and in compliance with all the provisions of the terms and conditions of this AgreementSection 7(d) hereof.

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES February 4, 2004 8 MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK REPURCHASE PURCHASE AGREEMENT, DATED AS OF MARCH 15, 2004, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock books of the Company, and such Shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) 4.1 Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER APPLICABLE STATE SECURITY LAWS. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACTTHE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE AND OTHER RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON RESTRICTING TRANSFER CONTAINED IN A STOCK REPURCHASE BUY-SELL AGREEMENT, DATED AS OF _____________________, COPIES 1998, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) 4.2 In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares securities in the stock books of the Company, and such Shares shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) 4.1 Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER APPLICABLE STATE SECURITY LAWS. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACTTHE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE AND OTHER RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON RESTRICTING TRANSFER CONTAINED IN A STOCK REPURCHASE BUY-SELL AGREEMENT, DATED AS OF OCTOBER 2, COPIES 1998, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) 4.2 In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares securities in the stock books of the Company, and such Shares shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK REPURCHASE PURCHASE AGREEMENT, DATED AS OF AUGUST 29, 2003, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock books of the Company, and such Shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK REPURCHASE PURCHASE AGREEMENT, DATED AS OF DECEMBER 30, 2005, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock books of the Company, and such Shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES February 11, 2004 8 MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK REPURCHASE PURCHASE AGREEMENT, DATED AS OF [MARCH 31, 2004], COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock stocks books of the Company, and such Shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) Each certificate representing All certificates for the Shares shall Securities may bear legends in or substantially in the following formor a substantially similar legend: “[NEITHER THESE SECURITIES NOR THE SHARES EVIDENCED BY THIS CERTIFICATE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFERAMENDED (THE “SECURITIES ACT”), SALE AND, ACCORDINGLY, MAY NOT BE OFFERED OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT UNDER THE SECURITIES ACT OR PURSUANT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACTAN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE COMPANY HAS BEEN FURNISHED REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH AN APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT TRANSFEROR TO SUCH REGISTRATION IS NOT REQUIRED. EFFECT, THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A STOCK REPURCHASE AGREEMENT, DATED AS OF , COPIES SUBSTANCE OF WHICH WILL SHALL BE FURNISHED BY THE COMPANY REASONABLY ACCEPTABLE TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGECOMPANY.” (b) In addition, The certificates for the Company shall make a notation regarding the restrictions on transfer Securities may also bear any legend required by any applicable state securities or other law or any of the Shares other agreements executed by the Investor in connection with its investment in the stock books of the Company, and such Shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) Each certificate representing All certificates for the ---------------------- Stock Consideration and the Shares shall may bear legends in or substantially in the following formor a substantially similar legend: “THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO THE SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE (ii) RULE 144 UNDER SAID SUCH ACT, OR THE COMPANY HAS BEEN FURNISHED WITH (iii) AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO [THE COMPANY SHAREHOLDERS] [XXXXXX COMPANIES, INC.], THAT ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION ACT IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A STOCK REPURCHASE AGREEMENT, DATED AS OF , COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGEAVAILABLE.” (b) The certificates for the Securities may also bear any legend required by any applicable state securities or other law. (c) In addition, the Company Purchaser, the Representative or the Seller, as the case may be, shall cause its transfer agent to make a notation regarding the restrictions on transfer of the Shares Securities in their respective records and the stock books of the Company, and such Shares Securities shall be transferred on the books of the Company Purchaser or the Seller, as the case may be, only if and when transferred or sold pursuant to an effective registration statement under the 1933 Act covering such shares or pursuant to and in compliance with all the provisions of the terms and conditions of this AgreementSection 14.1(e) hereof.

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A STOCK REPURCHASE RESTRICTED SHARE AGREEMENT, DATED AS OF [ ], AND THE GEOVERA INSURANCE HOLDINGS, LTD. 2007 INCENTIVE AWARD PLAN COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.” (b) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock books of the Company, and such Shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.

Legends; Stop Transfer. (a) Each certificate representing All certificates for shares of the Shares Stock shall bear legends in or substantially in the following formlegends: “THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, AS AMENDED. NO TRANSFEROFFERED FOR SALE, SALE PLEDGED OR OTHER DISPOSITION HYPOTHECATED IN THE ABSENCE OF THESE SHARES MAY BE MADE UNLESS A AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT AS TO THESE SHARES HAS BECOME EFFECTIVE THE SECURITIES UNDER SAID ACT, ACT OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO RESTRICTED BY THE TERMS OF THAT CERTAIN REPURCHASE RIGHTS IN FAVOR OF RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A STOCK REPURCHASE AGREEMENT, DATED AS OF , COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF NAMED SHAREHOLDER. THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGEMAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The certificates for shares of the Stock shall also bear any legends required by applicable state corporate or securities laws. (c) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares Stock in the stock books its stockbooks, and shares of the Company, and such Shares Stock shall be transferred on the books of the Company only if and when transferred or sold pursuant to an effective registration statement under the 1933 Act covering such shares or pursuant to and in compliance with all the provisions of the terms and conditions of this Agreementparagraph 6(d) hereof.

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ' THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK REPURCHASE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 24, 2004, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE.”" (b) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in the stock books of the Company, and such Shares shall be transferred on the books of the Company only if and when transferred or sold in compliance with all of the terms and conditions of this Agreement.