Common use of Legends; Transfer Restrictions Clause in Contracts

Legends; Transfer Restrictions. (a) Such Member acknowledges and agrees that any certificates evidencing the Merger Shares will bear the following legend or one that is substantially similar to the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE HOLDER AND THE CORPORATION DATED APRIL 3, 2015 PROHIBITING THE TRANSFER OF THESE SECURITIES EXCEPT AS PROVIDED THEREIN. A COPY OF SAID AGREEMENT IS ON FILE AT THE CORPORATION’S EXECUTIVE OFFICES. (b) No Member will transfer any or all of the Merger Shares until the expiration of ninety (90) days after the Closing Date (the expiration of the Merger unwind period provided in Article X), and then any such transfer thereafter may be made only in compliance with the other provisions of this Agreement. (c) No Member will transfer any or all of the Merger Shares absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such shares, without first providing Parent with an opinion of counsel (which counsel and opinion are reasonably satisfactory to Parent) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Legends; Transfer Restrictions. (a) Such Member acknowledges and agrees that Each certificate representing any certificates evidencing the Merger Shares will shall bear the following legend legends (in addition to any other legends required by applicable Legal Requirements, the organizational documents of Acquiror or one that is substantially similar any other applicable Contract to which the following legend: holder of such Shares becomes a party): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY PARENT), IN A FORM REASONABLY ACCEPTABLE TO PARENT, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK¬UP PERIOD IN THE PROVISIONS EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN ASSET ACQUISITION AGREEMENT BETWEEN TRANSFEROR AND PURCHASER AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT ENTERED INTO BY THE HOLDER AND THE CORPORATION DATED APRIL 3, 2015 PROHIBITING THE TRANSFER OF THESE SECURITIES EXCEPT SHARES, PURCHASER AND CERTAIN STOCKHOLDERS OF THE COMPANY, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF TRANSFEROR. SUCH LOCK-UP RESTRICTIONS AND VOTING OBLIGATIONS ARE BINDING ON TRANSFEREES OF THE SHARES. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE SOLD, PLEDGED, DISPOSED OF OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH CERTAIN RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE AS PROVIDED THEREINSET FORTH IN A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY. A COPY OF SAID SUCH AGREEMENT IS ON FILE AT THE CORPORATION’S EXECUTIVE OFFICESPRINCIPAL OFFICE OF ACQUIROR. SUCH RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE ARE BINDING ON TRANSFEREES OF THE SHARES. (b) No Member will transfer any or all of the Merger Shares until the expiration of ninety (90) days after the Closing Date (the expiration of the Merger unwind period provided in Article X), and then any such transfer thereafter may be made only in compliance with the other provisions of this Agreement. (c) No Member will transfer any or all of the Merger Shares absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such shares, without first providing Parent with an opinion of counsel (which counsel and opinion are reasonably satisfactory to Parent) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Legends; Transfer Restrictions. (a) Such Member acknowledges and agrees that any certificates evidencing the Merger Shares will Any Global Warrant shall bear the following legend or one that is substantially similar to (the following legend“Global Warrant Legend”) on the face thereof: “UNLESS THIS GLOBAL WARRANT FOR [CAPPED/UNCAPPED] WARRANTS IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”)*, TO THE SECURITIES ACT INTERPUBLIC GROUP OF 1933COMPANIES, AS AMENDED INC. (THE “SECURITIES ACTCOMPANY”), THE CUSTODIAN OR ANY STATE SECURITIES LAWS. NO ITS AGENT FOR REGISTRATION OF TRANSFER, SALEEXCHANGE, ASSIGNMENTOR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO*. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC* (AND ANY PAYMENT IS MADE TO CEDE & CO.* OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC*), ANY TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. *, HAS AN INTEREST HEREIN. TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL GLOBAL WARRANT FOR THE HOLDER, WHICH OPINION AND COUNSEL [CAPPED/UNCAPPED] WARRANTS SHALL BE REASONABLY SATISFACTORY LIMITED TO THE CORPORATIONTRANSFERS IN WHOLE, AND NOT IN PART, TO THE EFFECT THAT SUCH TRANSFERCOMPANY, SALEDTC*, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE HOLDER THEIR SUCCESSORS AND THE CORPORATION DATED APRIL 3, 2015 PROHIBITING THE TRANSFER OF THESE SECURITIES EXCEPT AS PROVIDED THEREIN. A COPY OF SAID AGREEMENT IS ON FILE AT THE CORPORATION’S EXECUTIVE OFFICESTHEIR RESPECTIVE NOMINEES.” (b) No Member will transfer (i) Every Warrant that bears or is required under this Section 2.03(b) to bear the legend set forth in this Section 2.03(b) (together with any or all Common Stock issued upon exercise of the Merger Shares until Warrants and required to bear the expiration of ninety legend set forth in Section 2.03(c), collectively, the “Restricted Securities”) shall be subject to the restrictions on Transfer set forth in this Section 2.03(b) (90) days after including the Closing Date (the expiration legend set forth below), unless such restrictions on Transfer shall be waived by written consent of the Merger unwind period provided in Article X)Company, and then any the holder of each such transfer thereafter may Restricted Security, by such holder’s acceptance thereof, agrees to be made only in compliance with the other provisions of this Agreementbound by all such restrictions on Transfer. (c) No Member will transfer any or all of the Merger Shares absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such shares, without first providing Parent with an opinion of counsel (which counsel and opinion are reasonably satisfactory to Parent) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Legends; Transfer Restrictions. (a) Such Member Ventureo acknowledges and agrees that any the certificates evidencing the Merger Shares and any shares of common stock of the Company issuable upon conversion of the Shares (“Conversion Shares”) will bear the following legend or one that is substantially similar to the following legend: NEITHER THIS SECURITY NOR THE SECURITIES REPRESENTED BY INTO WHICH THIS CERTIFICATE SECURITY IS CONVERTIBLE HAVE NOT BEEN 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 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ANY STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE SOLD EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL ACCORDANCE WITH APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN AS EVIDENCED BY A LEGAL OPINION OF COUNSEL FOR TO THE HOLDERTRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY ACCEPTABLE TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE HOLDER AND THE CORPORATION DATED APRIL 3, 2015 PROHIBITING THE TRANSFER OF THESE SECURITIES EXCEPT AS PROVIDED THEREIN. A COPY OF SAID AGREEMENT IS ON FILE AT THE CORPORATION’S EXECUTIVE OFFICESCOMPANY. (b) No Member Ventureo will not transfer any or all of the Merger Shares until or the expiration of ninety (90) days after the Closing Date (the expiration of the Merger unwind period provided in Article X), and then any such transfer thereafter may be made only in compliance with the other provisions of this Agreement. (c) No Member will transfer any or all of the Merger Conversion Shares absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such sharessecurities, without first providing Parent the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to Parent) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.