Common use of Securities Restrictions; Legends Clause in Contracts

Securities Restrictions; Legends. (i) No Common Shares or Options may be Transferred except upon the conditions specified in this Section 2(a), which conditions are intended to ensure compliance with the provisions of the Securities Act. (ii) Each certificate representing Common Shares or Options (if any) shall (unless otherwise permitted by the provisions of Section 2(a)(iv)) be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE. (iii) The Holder of any Common Shares or Options, by acceptance thereof, agrees, prior to any voluntary Transfer, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a). Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel such proposed Transfer does not require registration or qualification under the Securities Act. Such Holder shall be entitled effect such proposed Transfer in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or request such opinion ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within ten (10) days after delivery of such opinion. (iv) The restrictions imposed by this Section 2(a) upon transferability shall cease and terminate (and the Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(ii) or containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144.

Securities Restrictions; Legends. (i) No shares of Common Shares or Options may Stock shall be Transferred transferable except upon the conditions specified in this Section 2(a2(c), which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (ii) Each certificate representing shares of Common Shares or Options (if any) Stock shall (unless otherwise permitted by the provisions of Section 2(a)(iv)clause (iv) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF SECURITIES OF THE COMPANY SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS SECURITYHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULLFULL AND UNLESS AND UNTIL THE APPROVALS OF ALL GAMING AUTHORITIES REQUIRING SUCH PRIOR CONSENTS HAVE BEEN OBTAINED. THE SECURITIES REPRESENTED IF PRIOR APPROVAL IS REQUIRED BY THIS CERTIFICATE ARE SUBJECT ONE OR MORE GAMING AUTHORITIES, INCLUDING BUT NOT LIMITED TO THE TERMS NEVADA GAMING COMMISSION (TOGETHER, THE “COMMISSIONS”), THE SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS SECURITY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY EACH SUCH COMMISSION. IF AT ANY TIME A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON COMMISSION FINDS THAT AN OWNER OF THIS SECURITY IS UNSUITABLE TO CONTINUE TO HOLD AN INTEREST IN THIS CORPORATION OR TO HAVE INVOLVEMENT IN GAMING IN THE TRANSFER STATE OF SUCH SECURITIES. THE COMPANY WILLCOMMISSION, UPON WRITTEN REQUEST, FURNISH A COPY SUCH OWNER MUST DISPOSE OF SUCH SECURITYHOLDERS AGREEMENT SECURITY AS PROVIDED BY THE GAMING LAWS OF THE RELEVANT STATE AND THE REGULATIONS PROMULGATED THEREUNDER. SUCH GAMING LAWS AND REGULATIONS RESTRICT THE RIGHT UNDER CERTAIN CIRCUMSTANCES OF THE OWNER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND UPON SUCH SECURITY; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY SUCH SECURITY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE HOLDER HEREOF WITHOUT CHARGECORPORATION OR ANY OTHER COMPANY HOLDING A GAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.” (iii) The Any Holder of any Common Shares or OptionsStock, by acceptance thereof, agrees, prior to any voluntary TransferDisposition, to give written notice to the Company of such Holder’s intention to effect affect such Transfer Disposition and to comply in all other respects with the provisions of this Section 2(a2(c). Each such notice shall describe the manner and circumstances of the proposed TransferDisposition. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for such Holder, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer Disposition does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder shall be entitled effect to Dispose of such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or transfer and request such opinion within ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer transfer within ten (10) days after delivery of such opinion. Subject to clause (iv) below, each certificate or other instrument evidencing any such Disposed Common Stock shall bear the legend set forth in clause (ii) above unless (1) the opinion of counsel referred to above states that such legend is not required or (2) the Company shall have waived the requirement of such legend. (iv) The Notwithstanding the foregoing provisions of this Section 2(c), the restrictions imposed by this Section 2(a2(c) upon transferability (other than those imposed by Gaming Laws) shall cease and terminate when (and i) any such shares of Common Stock are sold or otherwise disposed of pursuant to an effective Registration Statement, or (ii) after a Qualified Public Offering, the Holder has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 2(c) shall terminate, the Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiclause (ii) or above and not containing any other reference to the restrictions imposed by this Section 2(a2(c)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144.

Securities Restrictions; Legends. (ia) No shares of Common Shares or Options may Stock shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing shares of Common Shares or Options (if any) Stock, including any such certificates representing shares of Common Stock held by any Legacy Stockholder, shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS WARRANTHOLDER RIGHTS AGREEMENT DATED AS OF DECEMBER 12, 2013 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS WARRANTHOLDER RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE.” Each Legacy Stockholder shall promptly upon execution of this Agreement deliver or cause to be delivered to the Company or the Company’s transfer agent (as applicable), ASSIGNMENTeach certificate representing its shares of Common Stock, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGEand cooperate with the Company and/or the Company’s transfer agent so that each such certificate is stamped or otherwise imprinted with the foregoing legend. (iiic) The Holder holder of any shares of Common Shares or Options, Stock by acceptance thereof, thereof agrees, prior to any voluntary TransferTransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a)3.3. Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, the Holder holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder holder of such shares shall be entitled effect to Transfer such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or and request such opinion ten (10) within 15 days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within ten (10) 15 days after delivery of such opinion. Each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend set forth in Section 3.3(b) above unless (A) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration of any future Transfer is not required by the applicable provisions of the Securities Act or (B) the Company shall have waived the requirement of such legends. (ivd) The restrictions imposed by Notwithstanding the termination of this Section 2(aAgreement, when (i) upon transferability shall cease and terminate any Warrant Shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, or (and ii) after a Qualified Public Offering, the Holder holder of such Warrant Shares has met the requirements for Transfer of such shares pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”), the holder of such Warrant Shares shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144Agreement.

Securities Restrictions; Legends. (i) No shares of Common Shares or Options may Stock covered by this Agreement shall be Transferred transferable except upon the conditions specified in this Section 2(a3(b), which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (ii) Each certificate representing shares of Common Shares or Options (if any) Stock shall (unless otherwise permitted by the provisions of Section 2(a)(iv)clause (iv) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iii) The Holder holder of any shares of Common Shares or Options, Stock covered by this Agreement by acceptance thereof, thereof agrees, prior to any voluntary Transfertransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect affect such Transfer transfer and to comply in all other respects with the provisions of this Section 2(a3(b). Each such notice shall describe the manner and circumstances of the proposed Transfertransfer. Upon request by the Company, the Holder holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder holder of such shares shall be entitled effect to transfer such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or transfer and request such opinion ten within fifteen (1015) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer transfer within ten fifteen (1015) days after delivery of such opinion. Subject to clause (iv) below, each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend set forth in clause (ii) above unless (1) the opinion of counsel referred to above states that such legend is not required or (2) the Company shall have waived the requirement of such legends. (iv) The Notwithstanding the foregoing provisions of this Section 3(b), the restrictions imposed by this Section 2(a3(b) upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (and i) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement, or (ii) the Holder holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(b) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiclause (ii) or above and not containing any other reference to the restrictions imposed by this Section 2(a3(b)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144.

Securities Restrictions; Legends. (ia) No shares of Common Shares or Options may Stock covered by this Agreement shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing shares of Common Shares or Options (if any) Stock covered by this Agreement shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AN INVESTORS RIGHTS AGREEMENT DATED AS OF MAY 17, 2005, AS AMENDED AND RESTATED ON APRIL 13, 2010, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS INVESTORS RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iiic) The Holder holder of any shares of Common Shares or Options, Stock covered by this Agreement by acceptance thereof, thereof agrees, prior to any voluntary Transfertransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 2(a)3.3. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer. Upon request by the Company, the Holder holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder holder of such shares shall be entitled effect to transfer such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or transfer and request such opinion ten within fifteen (1015) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer transfer within ten fifteen (1015) days after delivery of such opinion. Each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend set forth in paragraph (b) above unless (i) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends. (ivd) The Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 2(a) 3.3 upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (and i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Holder Securities Act or (ii) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3.3 shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 1443.3.

Securities Restrictions; Legends. (i) No shares of Common Shares or Options may Stock shall be Transferred transferable except upon the conditions specified in this Section 2(a3(c), which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (ii) Each certificate representing shares of Common Shares or Options (if any) Stock shall (unless otherwise permitted by the provisions of Section 2(a)(iv)clause (iv) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULLFULL AND UNLESS AND UNTIL THE APPROVALS OF THE GAMING REGULATORY COMMISSIONS REQUIRING SUCH PRIOR CONSENTS HAVE BEEN OBTAINED. THE SECURITIES REPRESENTED IF PRIOR APPROVAL IS REQUIRED BY THIS CERTIFICATE ARE SUBJECT ONE OR GAMING REGULATORY COMMISSION, NOT LIMITED TO THE TERMS NEVADA GAMING COMMISSION (TOGETHER, THE “COMMISSIONS”), THE SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS SECURITY IS INEFFECTIVE UNLESS APPROVED IN ADVANCE BY EACH COMMISSION. IF AT ANY TIME A SECURITYHOLDERS AGREEMENT WHICHCOMMISSION FINDS THAT AN OWNER OF THIS SECURITY IS UNSUITABLE TO CONTINUE TO HOLD AN INTEREST IN THIS CORPORATION OR TO HAVE INVOLVEMENT IN GAMING IN THIS STATE, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER SUCH OWNER MUST DISPOSE OF SUCH SECURITIESSECURITY AS PROVIDED BY THE GAMING LAWS OF THE RELEVANT STATE AND THE REGULATIONS PROMULGATED THEREUNDER. SUCH GAMING LAWS AND REGULATIONS RESTRICT THE RIGHT UNDER CERTAIN CIRCUMSTANCES OF THE OWNER (A) TO RECEIVE ANY DIVIDEND OR INTEREST OR ANY PAYMENT OR DISTRIBUTION OF ANY KIND UPON SUCH SECURITY; (B) TO EXERCISE DIRECTLY OR THROUGH ANY PROXY, TRUSTEE OR NOMINEE ANY VOTING RIGHT CONFERRED BY SUCH SECURITY; OR (C) TO RECEIVE ANY REMUNERATION IN ANY FORM FROM THE CORPORATION OR ANY OTHER COMPANY WILL, UPON WRITTEN REQUEST, FURNISH HOLDING A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGEGAMING LICENSE FOR SERVICES RENDERED OR OTHERWISE.” (iii) The Holder holder of any Common Class B Shares or Options, by acceptance thereof, thereof agrees, prior to any voluntary Transfertransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect affect such Transfer transfer and to comply in all other respects with the provisions of this Section 2(a3(c). Each such notice shall describe the manner and circumstances of the proposed Transfertransfer. Upon request by the Company, the Holder holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder holder of such shares shall be entitled effect to transfer such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or transfer and request such opinion within ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer transfer within ten (10) days after delivery of such opinion. Subject to clause (iv) below, each certificate or other instrument evidencing any such transferred Class B Shares shall bear the legend set forth in clause (ii) above unless (1) the opinion of counsel referred to above states that such legend is not required or (2) the Company shall have waived the requirement of such legends. (iv) The Notwithstanding the foregoing provisions of this Section 3(c), the restrictions imposed by this Section 2(a3(c) upon the transferability of any Class B Shares shall cease and terminate when (and i) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement, or (ii) after a Qualified Public Offering, the Holder holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(c) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiclause (ii) or above and not containing any other reference to the restrictions imposed by this Section 2(a3(c)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144.

Securities Restrictions; Legends. (ia) No Common Company Shares or Options may shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure compliance with the provisions of the Securities Act. (iib) Each certificate representing Common Company Shares or Options (if any) shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AN AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT DATED AS OF NOVEMBER 22, 2010 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. TRANSFER A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iiic) The Holder holder of any Common Company Shares or Options, by acceptance thereof, thereof agrees, prior to any voluntary TransferTransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a)3.3. Each such notice shall describe the manner number of shares to be Transferred and circumstances the proposed Transferee. The requirement to include the first paragraph of the proposed Transferlegend referred to above shall cease and terminate as to any particular Company Shares when, in the reasonable opinion of counsel for the Company, such restriction is no longer required in order to ensure compliance with the Securities Act and the state securities or “blue sky” laws. Upon request by The requirement to include the second paragraph of the legend referred to above shall cease and terminate as to any particular Company Shares when, in the reasonable opinion of counsel for the Company, the Holder delivering provisions of this Agreement are no longer applicable to such notice shares or this Agreement shall deliver have terminated in accordance with its terms. (d) Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 3.3 upon the Transferability of any Company Shares shall cease and terminate when (i) any such shares are sold or otherwise Transferred pursuant to an effective Registration Statement under the Securities Act, or (ii) after a written opinion Qualified Public Offering of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion holder of such counsel shares has met the requirements for Transfer of such proposed Transfer does not require registration or qualification shares pursuant to Rule 144 under the Securities Act. Such Holder shall be entitled effect such proposed Transfer in accordance with Whenever the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or request such opinion ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within ten (10) days after delivery of such opinion. (iv) The restrictions imposed by this Section 2(a) upon transferability 3 shall cease and terminate (and terminate, the Holder holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 1443.3.

Securities Restrictions; Legends. (ia) No shares of Common Shares or Options may Stock shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing shares of Common Shares or Options (if any) Stock shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS MANAGEMENT INVESTOR RIGHTS AGREEMENT DATED AS OF APRIL 10, 2007 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS MANAGEMENT INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iiic) The Holder holder of any shares of Common Shares or Options, Stock by acceptance thereof, thereof agrees, prior to any voluntary Transfertransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 2(a)3.3. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer. Upon request by the Company, the Holder holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder holder of such shares shall be entitled effect to transfer such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or transfer and request such opinion ten within fifteen (1015) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer transfer within ten fifteen (1015) days after delivery of such opinion. Each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend set forth in paragraph (b) above unless (i) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends. (ivd) The Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 2(a) 3.3 upon the transferability of any shares of Common Stock shall cease and terminate when (and i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Holder Securities Act, or (ii) after a Qualified Public Offering, the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3.3 shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 1443.3.

Securities Restrictions; Legends. (i) No shares of Common Shares or Options may Stock shall be Transferred transferable except upon the conditions specified in this Section 2(a2(c), which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (ii) Each certificate representing shares of Common Shares or Options (if any) Stock shall (unless otherwise permitted by the provisions of Section 2(a)(iv)clause (iv) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF SECURITIES OF THE COMPANY SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS SECURITYHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULLFULL AND UNLESS AND UNTIL THE APPROVALS OF ALL GAMING AUTHORITIES REQUIRING SUCH PRIOR CONSENTS HAVE BEEN OBTAINED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF REDEMPTION AND OTHER RESTRICTIONS PURSUANT TO THE TERMS COMPANY’S ARTICLES OF A SECURITYHOLDERS AGREEMENT WHICHINCORPORATION AND BYLAWS, AMONG OTHER THINGSEACH AS AMENDED, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT EACH OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY, AND MADE A PART HEREOF AS FULLY AS THOUGH THE PROVISIONS OF SAID ARTICLES OF INCORPORATION AND BYLAWS WERE IMPRINTED IN FULL ON THIS CERTIFICATE, TO ALL OF WHICH THE HOLDER HEREOF OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, ASSENTS AND AGREES TO BE BOUND AND ARE, OR MAY BECOME, SUBJECT TO RESTRICTIONS IMPOSED BY APPLICABLE GAMING LAWS, REGULATIONS OR OTHERWISE, INCLUDING, WITHOUT CHARGELIMITATION, RESTRICTIONS ON OWNERSHIP, VOTING, DISTRIBUTIONS AND TRANSFER.” (iii) The Any Holder of any Common Shares or OptionsStock, by acceptance thereof, agrees, prior to any voluntary TransferDisposition, to give written notice to the Company of such Holder’s intention to effect affect such Transfer Disposition and to comply in all other respects with the provisions of this Section 2(a2(c). Each such notice shall describe the manner and circumstances of the proposed TransferDisposition. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for such Holder, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer Disposition does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder shall be entitled effect to Dispose of such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or transfer and request such opinion within ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer transfer within ten (10) days after delivery of such opinion. Subject to clause (iv) below, each certificate or other instrument evidencing any such Disposed Common Stock shall bear the legend set forth in clause (ii) above unless (1) the opinion of counsel referred to above states that such legend is not required or (2) the Company shall have waived the requirement of such legend. (iv) The Notwithstanding the foregoing provisions of this Section 2(c), the restrictions imposed by this Section 2(a2(c) upon transferability (other than those imposed by Gaming Laws) shall cease and terminate when (and i) any such shares of Common Stock are sold or otherwise disposed of pursuant to an effective Registration Statement, or (ii) after a Qualified Public Offering, the Holder has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 2(c) shall terminate, the Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiclause (ii) or above and not containing any other reference to the restrictions imposed by this Section 2(a2(c)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144.

Securities Restrictions; Legends. (ia) No shares of Common Shares Stock or Options may Preferred Stock shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing shares of Common Shares or Options (if any) Stock and Preferred Stock shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DISPOSED OF OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS STOCKHOLDERS' AGREEMENT DATED AS OF APRIL __, 2004 AMONG THE ISSUER OF SUCH SECURITIES (THE “"COMPANY”"), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS STOCKHOLDERS' AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE." (iiic) The Holder of any shares of Common Shares or Options, Stock and/or Preferred Stock by acceptance thereof, thereof agrees, prior to any voluntary TransferDisposition of any such shares, to give written notice to the Company of such Holder’s 's intention to effect such Transfer Disposition and to comply in all other respects with the provisions of this Section 2(a)Section. Each such notice shall describe the manner and circumstances of the proposed TransferDisposition. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer Disposition does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder of such shares shall be entitled effect to Dispose of such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or Disposition and request such opinion ten within fifteen (1015) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer Disposition within ten fifteen (1015) days after delivery of such opinion. Each certificate or other instrument evidencing the securities issued upon the Disposition of any shares of Common Stock or Preferred Stock shall bear the legend set forth in paragraph (b) above unless (i) in such opinion of counsel to the Holder of such shares (each of which opinion and counsel shall be reasonably acceptable to the Company) registration of any future Disposition is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends. (ivd) The Notwithstanding the foregoing provisions of this Section 3, the restrictions imposed by this Section 2(a) upon the transferability of any shares of Common Stock or Preferred Stock shall cease and terminate (and i) when any such shares are sold or otherwise disposed of (A) pursuant to an effective registration statement under the Securities Act or (B) in a transaction contemplated by paragraph (c) above which does not require that the shares so transferred bear the legend set forth in paragraph (b) hereof, (ii) when the Holder of such shares has met the requirements for Disposition of such shares under Rule 144(k) under the Securities Act (subject to the delivery of opinions as set forth above) or (iii) upon the expiration of the period of time in which the Bear Group has agreed not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any Capital Stock of the Company following the consummation of a Qualified Public Offering; provided, however, that the period of time in the preceding clause (iii) shall not exceed 180 days unless a longer period of time has become market practice at the time of the registration of securities related thereto. Whenever the restrictions imposed by this Section shall terminate, the Holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144Section.

Securities Restrictions; Legends. (ia) No Common Company Shares or Options may shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing Common Company Shares or Options (if any) shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AN AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT DATED AS OF [ ], 2010 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS MANAGEMENT INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iiic) The Holder holder of any Common Company Shares or Options, by acceptance thereof, thereof agrees, prior to any voluntary TransferTransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a)3.3. Each such notice shall describe the manner number of shares to be Transferred and circumstances the proposed Transferee. The requirement to include the first paragraph of the proposed Transferlegend referred to above shall cease and terminate as to any particular Company Shares when, in the reasonable opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act and the state securities or “blue sky” laws. Upon request by The requirement to include the second paragraph of the legend referred to above shall cease and terminate as to any particular Company Shares when, in the reasonable opinion of counsel for the Company, the Holder delivering provisions of this Agreement are no longer applicable to such notice shares or this Agreement shall deliver have terminated in accordance with its terms. (d) Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 3.3 upon the Transferability of any Company Shares shall cease and terminate when (i) any such shares are sold or otherwise Transferred pursuant to an effective Registration Statement under the Securities Act, or (ii) after a written opinion Qualified Public Offering, the holder of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to shares has met the Company), addressed to the Company, stating that in the opinion requirements for Transfer of such counsel such proposed Transfer does not require registration or qualification shares pursuant to Rule 144 under the Securities Act. Such Holder shall be entitled effect such proposed Transfer in accordance with Whenever the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or request such opinion ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within ten (10) days after delivery of such opinion. (iv) The restrictions imposed by this Section 2(a) upon transferability 3 shall cease and terminate (and terminate, the Holder holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 1443.3.

Securities Restrictions; Legends. (i) No Common Shares or Options may be Transferred except upon the conditions specified in this Section 2(a), which conditions are intended to ensure compliance with the provisions of the Securities Act. (ii1) Each certificate representing Common Shares or Options (if any) Stock subject to this Agreement shall (unless otherwise permitted by the provisions of Section 2(a)(iv)) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933AND, AS AMENDEDACCORDINGLY, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN THE ABSENCE OF ACCORDANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN ACCORDANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE CONSTITUENT DOCUMENTS OF THE COMPANY; (2) IN CONNECTION WITH ANY RESALE OR TRANSFER PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT, SHALL, PRIOR TO SUCH TRANSFER OR SALE, FURNISH TO THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWSINTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS STOCKHOLDERS’ AGREEMENT AMONG DATED AS OF [ ], 2013 (AS AMENDED FROM TIME TO TIME). ANY PURCHASER OR TRANSFEREE OF THE ISSUER OF SECURITIES REPRESENTED BY THIS CERTIFICATE WILL AUTOMATICALLY BE DEEMED A PARTY TO SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFERAGREEMENT. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iii2) The Each Holder of any Common Shares or Options, by acceptance thereof, agrees, prior to any voluntary TransferTransfer of any shares of Common Stock, to give one (1) Business Day written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a)3. Each such notice shall describe the manner and circumstances of the proposed Transfer. Each Holder agrees that it will, prior to any such Transfer, deliver to the Company a letter from such Holder’s proposed Transferee informing the Company whether or not such Transferee is an “accredited investor” (as such term is defined in Rule 501 of the Securities Act). Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act provided, that the Company shall not have the right to request any such opinion and shall not be entitled to object to such Transfer if the Holder has held the Common Stock proposed to be Transferred for at least one (1) year and the Holder is not an “affiliate” of the Company as such term is defined under Rule 405 of the Securities Act, it being understood and agreed that any Holder who is not entitled to nominate or has not nominated an Investor Director and otherwise owns less than fifteen percent (15%) of the outstanding shares of Common Stock shall not be an “affiliate” for this purpose; provided, further, however, that if such Holder is the largest stockholder of the Company at the time of such proposed Transfer, the Company shall have the right to request such opinion. It is understood and agreed that the right to nominate or the nomination of an Investor Director or ownership of fifteen percent (15%) or more of the outstanding shares of Common Stock shall not presumptively establish that a Holder is an “affiliate” for purposes of the previous sentence. Such Holder of such shares shall be entitled to effect a Transfer of such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or and request such opinion ten within two (102) days Business Days after delivery of such notice, or, if it reasonably requests such opinion, does not reasonably object to such Transfer within ten two (102) days Business Days after delivery of such opinion. (iv) . The restrictions imposed by this Section 2(a) upon transferability Company may only object to such Transfer if in its reasonable opinion the proposed Transfer involves a transaction requiring registration or qualification of such shares under the Securities Act. Each certificate or other instrument evidencing any such transferred Common Stock shall cease and terminate (and bear the Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(ii3(a)(i)(1) above. Notwithstanding the foregoing, a Holder of Common Stock may Transfer all or containing any other reference a portion of its shares of Common Stock to a Permitted Transferee without complying with the terms of this Section 3(a)(i)(2) so long as such Holder provides written notice of such Transfer to the restrictions imposed by Company within three (3) Business Days after the effective date of the Transfer and the other terms of this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144Agreement have been satisfied.

Securities Restrictions; Legends. (i) No Common Shares or Options may be Transferred except upon the conditions specified in this Section 2(a), which conditions are intended to ensure compliance with the provisions of the Securities Act. (ii1) Each certificate representing Common Shares or Options (if any) Stock subject to this Agreement shall (unless otherwise permitted by the provisions of Section 2(a)(iv)) be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS STOCKHOLDERS’ AGREEMENT AMONG DATED AS OF SEPTEMBER 13, 2013 (AS AMENDED FROM TIME TO TIME). ANY PURCHASER OR TRANSFEREE OF THE ISSUER OF SECURITIES REPRESENTED BY THIS CERTIFICATE WILL AUTOMATICALLY BE DEEMED A PARTY TO SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFERAGREEMENT. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. .” (2) Each certificate representing Restricted Common Stock subject to this Agreement shall be further stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN ACCORDANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN ACCORDANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE CONSTITUENT DOCUMENTS OF THE COMPANY; (2) IN CONNECTION WITH ANY RESALE OR TRANSFER PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT, SHALL, PRIOR TO SUCH TRANSFER OR SALE, FURNISH TO THE TERMS OF COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT NOTICE SUBSTANTIALLY TO THE HOLDER HEREOF WITHOUT CHARGEEFFECT OF THIS LEGEND.” (iii3) The Each Holder of any Common Shares or Options, by acceptance thereof, agrees, prior to any voluntary TransferTransfer of any shares of Common Stock, to give one (1) Business Day written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a)3. Each such notice shall describe the manner and circumstances of the proposed Transfer. Each Holder agrees that it will, prior to any Transfer of Restricted Common Stock, deliver to the Company a letter from such Holder’s proposed Transferee informing the Company whether or not such Transferee is an “accredited investor” (as such term is defined in Rule 501 of the Securities Act). Upon request by the Company, the Holder delivering such a notice with respect to Restricted Common Stock shall deliver a written opinion, addressed to the Company, from counsel for the Holder of such Restricted Common Stock, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer of Restricted Common Stock does not require involve a transaction requiring registration or qualification of such shares under the Securities Act provided, that the Company shall not have the right to request any such opinion and shall not be entitled to object to such Transfer if the Holder has held the Restricted Common Stock proposed to be Transferred for at least one (1) year and the Holder is not an “affiliate” of the Company as such term is defined under Rule 405 of the Securities Act, it being understood and agreed that any Holder who is not entitled to nominate or has not nominated an Investor Director and otherwise owns less than fifteen percent (15%) of the outstanding shares of Common Stock shall not be an “affiliate” for this purpose; provided, further, however, that if such Holder is the largest stockholder of the Company at the time of such proposed Transfer, the Company shall have the right to request such opinion. It is understood and agreed that the right to nominate or the nomination of an Investor Director or ownership of fifteen percent (15%) or more of the outstanding shares of Common Stock shall not presumptively establish that a Holder is an “affiliate” for purposes of the previous sentence. Such Holder of such Restricted Common Stock shall be entitled to effect a Transfer of such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or and request such opinion ten within two (102) days Business Days after delivery of such notice, or, if it reasonably requests such opinion, does not reasonably object to such Transfer within ten two (102) days Business Days after delivery of such opinion. (iv) . The restrictions imposed by Company may only object to such Transfer of Restricted Common Stock if in its reasonable opinion the proposed Transfer involves a transaction requiring registration or qualification of such shares under the Securities Act. Each certificate or other instrument evidencing any transferred Common Stock shall bear the legend or legends set forth above in Section 3(a)(i), as applicable. Notwithstanding the foregoing, a Holder of Restricted Common Stock may Transfer all or a portion of its shares of Restricted Common Stock to a Permitted Transferee without complying with the terms of this Section 2(a3(a)(i)(3) upon transferability shall cease and terminate so long as such Holder provides written notice of such Transfer to the Company within three (3) Business Days after the effective date of the Transfer and the Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(ii) or containing any other reference to the restrictions imposed by terms of this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144Agreement have been satisfied.

Securities Restrictions; Legends. (ia) No shares of Common Shares or Options may Stock shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing shares of Common Shares or Options (if any) Stock shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS MANAGEMENT INVESTOR RIGHTS AGREEMENT DATED AS OF OCTOBER 17, 2005 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS MANAGEMENT INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iiic) The Holder holder of any shares of Common Shares or Options, Stock by acceptance thereof, thereof agrees, prior to any voluntary Transfertransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 2(a). Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel such proposed Transfer does not require registration or qualification under the Securities Act. Such Holder shall be entitled effect such proposed Transfer in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or request such opinion ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within ten (10) days after delivery of such opinion. (iv) The restrictions imposed by this Section 2(a) upon transferability shall cease and terminate (and the Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(ii) or containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144.this

Securities Restrictions; Legends. (i) No shares of Common Shares or Options may Stock shall be Transferred transferable except upon the conditions specified in this Section 2(a3(d), which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (ii) Each certificate representing shares of Common Shares or Options (if any) Stock shall (unless otherwise permitted by the provisions of Section 2(a)(iv)clause (iv) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iii) The Holder holder of any shares of Common Shares or Options, Stock by acceptance thereof, thereof agrees, prior to any voluntary Transfertransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect affect such Transfer transfer and to comply in all other respects with the provisions of this Section 2(a3(d). Each such notice shall describe the manner and circumstances of the proposed Transfertransfer. Upon request by the Company, the Holder holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder holder of such shares shall be entitled effect to transfer such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or transfer and request such opinion ten within fifteen (1015) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer transfer within ten fifteen (1015) days after delivery of such opinion. Subject to clause (iv) below, each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend set forth in clause (ii) above unless (1) the opinion of counsel referred to above states that such legend is not required or (2) the Company shall have waived the requirement of such legends. (iv) The Notwithstanding the foregoing provisions of this Section 3(d), the restrictions imposed by this Section 2(a3(d) upon the transferability of any shares of Common Stock shall cease and terminate when (and i) any such shares are sold or otherwise disposed of pursuant to an effective Registration Statement, or (ii) after a Qualified Public Offering, the Holder holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3(d) shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiclause (ii) or above and not containing any other reference to the restrictions imposed by this Section 2(a3(d)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144.

Securities Restrictions; Legends. (ia) No shares of Subject Common Shares or Options may Stock shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing shares of Subject Common Shares or Options (if any) Stock shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS THE XXXXXXXXX INVESTOR RIGHTS AGREEMENT DATED AS OF JANUARY 14, 2011 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS XXXXXXXXX INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iiic) The Holder holder of any shares of Subject Common Shares or Options, Stock by acceptance thereof, thereof agrees, prior to any voluntary Transfertransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 2(a)3.3. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer. Upon request by the Company, the Holder holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares of Subject Common Stock, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder holder of such shares of Subject Common Stock shall be entitled effect to transfer such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or transfer and request such opinion ten within fifteen (1015) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer transfer within ten fifteen (1015) days after delivery of such opinion. Each certificate or other instrument evidencing any such transferred shares of Subject Common Stock shall bear the legend set forth in paragraph (b) above unless (i) such opinion of counsel to the holder of such shares of Subject Common Stock (which opinion and counsel shall be reasonably acceptable to the Company) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends. (ivd) The Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 2(a) 3.3 upon the transferability of any shares of Subject Common Stock shall cease and terminate when (and i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Holder Securities Act, or (ii) after a Qualified Public Offering, the holder of such shares of Subject Common Stock has met the requirements for transfer of such shares of Subject Common Stock pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3.3 shall terminate, the holder of any shares of Subject Common Stock as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 1443.3.

Securities Restrictions; Legends. (ia) No Common Company Shares or Options may shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing Common Company Shares or Options (if any) shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS MANAGEMENT INVESTOR RIGHTS AGREEMENT DATED AS OF JANUARY 28, 2008 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS MANAGEMENT INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iiic) The Holder holder of any Common Company Shares or Options, by acceptance thereof, thereof agrees, prior to any voluntary TransferTransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a)3.3. Each such notice shall describe the manner number of shares to be Transferred and circumstances the proposed Transferee. The requirement to include the first paragraph of the proposed Transferlegend referred to above shall cease and terminate as to any particular Company Shares when, in the reasonable opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act and the state securities or “blue sky” laws. Upon request by The requirement to include the second paragraph of the legend referred to above shall cease and terminate as to any particular Company Shares when, in the reasonable opinion of counsel for the Company, the Holder delivering provisions of this Agreement are no longer applicable to such notice shares or this Agreement shall deliver have terminated in accordance with its terms. (d) Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 3.3 upon the Transferability of any Company Shares shall cease and terminate when (i) any such shares are sold or otherwise Transferred pursuant to an effective Registration Statement under the Securities Act, or (ii) after a written opinion Qualified Public Offering, the holder of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to shares has met the Company), addressed to the Company, stating that in the opinion requirements for Transfer of such counsel such proposed Transfer does not require registration or qualification shares pursuant to Rule 144 under the Securities Act. Such Holder shall be entitled effect such proposed Transfer in accordance with Whenever the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or request such opinion ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within ten (10) days after delivery of such opinion. (iv) The restrictions imposed by this Section 2(a) upon transferability 3 shall cease and terminate (and terminate, the Holder holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 1443.3.

Securities Restrictions; Legends. (i) No Common Shares or Options may be Transferred except upon the conditions specified in this Section 2(a), which conditions are intended to ensure compliance with the provisions of the Securities Act. (ii1) Each certificate representing Common Shares or Options (if any) Stock subject to this Agreement shall (unless otherwise permitted by the provisions of Section 2(a)(iv)) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933AND, AS AMENDEDACCORDINGLY, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN THE ABSENCE OF ACCORDANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN ACCORDANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE CONSTITUENT DOCUMENTS OF THE COMPANY; (2) IN CONNECTION WITH ANY RESALE OR TRANSFER PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT, SHALL, PRIOR TO SUCH TRANSFER OR SALE, FURNISH TO THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWSINTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS STOCKHOLDERS’ AGREEMENT AMONG DATED AS OF [●], 2013 (AS AMENDED FROM TIME TO TIME). ANY PURCHASER OR TRANSFEREE OF THE ISSUER OF SECURITIES REPRESENTED BY THIS CERTIFICATE WILL AUTOMATICALLY BE DEEMED A PARTY TO SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFERAGREEMENT. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iii2) The Each Holder of any Common Shares or Options, by acceptance thereof, agrees, prior to any voluntary TransferTransfer of any shares of Common Stock, to give one (1) Business Day written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a)3. Each such notice shall describe the manner and circumstances of the proposed Transfer. Each Holder agrees that it will, prior to any such Transfer, deliver to the Company a letter from such Holder’s proposed Transferee informing the Company whether or not such Transferee is an “accredited investor” (as such term is defined in Rule 501 of the Securities Act). Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act provided, that the Company shall not have the right to request any such opinion and shall not be entitled to object to such Transfer if the Holder has held the Common Stock proposed to be Transferred for at least one (1) year and the Holder is not an “affiliate” of the Company as such term is defined under Rule 405 of the Securities Act, it being understood and agreed that any Holder who is not entitled to nominate or has not nominated an Investor Director and otherwise owns less than fifteen percent (15%) of the outstanding shares of Common Stock shall not be an “affiliate” for this purpose; provided, further, however, that if such Holder is the largest stockholder of the Company at the time of such proposed Transfer, the Company shall have the right to request such opinion. It is understood and agreed that the right to nominate or the nomination of an Investor Director or ownership of fifteen percent (15%) or more of the outstanding shares of Common Stock shall not presumptively establish that a Holder is an “affiliate” for purposes of the previous sentence. Such Holder of such shares shall be entitled to effect a Transfer of such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or and request such opinion ten within two (102) days Business Days after delivery of such notice, or, if it reasonably requests such opinion, does not reasonably object to such Transfer within ten two (102) days Business Days after delivery of such opinion. (iv) . The restrictions imposed by this Section 2(a) upon transferability Company may only object to such Transfer if in its reasonable opinion the proposed Transfer involves a transaction requiring registration or qualification of such shares under the Securities Act. Each certificate or other instrument evidencing any such transferred Common Stock shall cease and terminate (and bear the Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(ii3(a)(i)(1) above. Notwithstanding the foregoing, a Holder of Common Stock may Transfer all or containing any other reference a portion of its shares of Common Stock to a Permitted Transferee without complying with the terms of this Section 3(a)(i)(2) so long as such Holder provides written notice of such Transfer to the restrictions imposed by Company within three (3) Business Days after the effective date of the Transfer and the other terms of this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144Agreement have been satisfied.

Securities Restrictions; Legends. (ia) No Common Company Shares or Options may shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing Common Company Shares or Options (if any) shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AN AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT DATED AS OF NOVEMBER 22, 2010 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS MANAGEMENT INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iiic) The Holder holder of any Common Company Shares or Options, by acceptance thereof, thereof agrees, prior to any voluntary TransferTransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a)3.3. Each such notice shall describe the manner number of shares to be Transferred and circumstances the proposed Transferee. The requirement to include the first paragraph of the proposed Transferlegend referred to above shall cease and terminate as to any particular Company Shares when, in the reasonable opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act and the state securities or “blue sky” laws. Upon request by The requirement to include the second paragraph of the legend referred to above shall cease and terminate as to any particular Company Shares when, in the reasonable opinion of counsel for the Company, the Holder delivering provisions of this Agreement are no longer applicable to such notice shares or this Agreement shall deliver have terminated in accordance with its terms. (d) Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 3.3 upon the Transferability of any Company Shares shall cease and terminate when (i) any such shares are sold or otherwise Transferred pursuant to an effective Registration Statement under the Securities Act, or (ii) after a written opinion Qualified Public Offering, the holder of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to shares has met the Company), addressed to the Company, stating that in the opinion requirements for Transfer of such counsel such proposed Transfer does not require registration or qualification shares pursuant to Rule 144 under the Securities Act. Such Holder shall be entitled effect such proposed Transfer in accordance with Whenever the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or request such opinion ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within ten (10) days after delivery of such opinion. (iv) The restrictions imposed by this Section 2(a) upon transferability 3 shall cease and terminate (and terminate, the Holder holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 1443.3.

Securities Restrictions; Legends. (ia) No shares of Common Shares or Options may Stock covered by this Agreement shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing shares of Common Shares or Options (if any) Stock covered by this Agreement shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AN INVESTORS RIGHTS AGREEMENT DATED AS OF MAY 17, 2005, AS AMENDED AND RESTATED ON [—], 2010, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS INVESTORS RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iiic) The Holder holder of any shares of Common Shares or Options, Stock covered by this Agreement by acceptance thereof, thereof agrees, prior to any voluntary Transfertransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 2(a)3.3. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer. Upon request by the Company, the Holder holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder holder of such shares shall be entitled effect to transfer such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or transfer and request such opinion ten within fifteen (1015) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer transfer within ten fifteen (1015) days after delivery of such opinion. Each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend set forth in paragraph (b) above unless (i) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends. (ivd) The Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 2(a) 3.3 upon the transferability of any shares of Common Stock covered by this Agreement shall cease and terminate when (and i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Holder Securities Act or (ii) the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3.3 shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 1443.3.

Securities Restrictions; Legends. (ia) No shares of Common Shares or Options may Stock shall be Transferred transferable except upon the conditions specified in this Section 2(a)3.3, which conditions are intended to ensure insure compliance with the provisions of the Securities Act. (iib) Each certificate representing shares of Common Shares or Options (if any) Stock shall (unless otherwise permitted by the provisions of Section 2(a)(iv)paragraph (d) below) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT MANAGEMENT INVESTOR RIGHTS AGREEMENT, AS AMENDED, DATED AS OF APRIL 10, 2007 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS MANAGEMENT INVESTOR RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” (iiic) The Holder holder of any shares of Common Shares or Options, Stock by acceptance thereof, thereof agrees, prior to any voluntary Transfertransfer of any such shares, to give written notice to the Company of such Holderholder’s intention to effect such Transfer transfer and to comply in all other respects with the provisions of this Section 2(a)3.3. Each such notice shall describe the manner and circumstances of the proposed Transfertransfer. Upon request by the Company, the Holder holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such Holder holder of such shares shall be entitled effect to transfer such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or transfer and request such opinion ten within fifteen (1015) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer transfer within ten fifteen (1015) days after delivery of such opinion. Each certificate or other instrument evidencing any such transferred shares of Common Stock shall bear the legend set forth in paragraph (b) above unless (i) such opinion of counsel to the holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration of any future transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends. (ivd) The Notwithstanding the foregoing provisions of this Section 3.3, the restrictions imposed by this Section 2(a) 3.3 upon the transferability of any shares of Common Stock shall cease and terminate when (and i) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Holder Securities Act, or (ii) after a Qualified Public Offering, the holder of such shares has met the requirements for transfer of such shares pursuant to Rule 144 under the Securities Act. Whenever the restrictions imposed by this Section 3.3 shall terminate, the holder of any shares as to which such restrictions have terminated shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(iiparagraph (b) or above and not containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 1443.3.

Securities Restrictions; Legends. (i) No Common Shares or Options may be Transferred except upon the conditions specified in this Section 2(a), which conditions are intended to ensure compliance with the provisions of the Securities Act. (ii1) Each certificate representing Common Shares or Options (if any) Stock subject to this Agreement shall (unless otherwise permitted by the provisions of Section 2(a)(iv)) be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 1145 OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED (THE “BANKRUPTCY CODE”), AND MAY BE SOLD, OFFERED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED SALE, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), PROVIDED THAT THE HOLDER IS NOT DEEMED TO BE AN UNDERWRITER AS SUCH TERM IS DEFINED IN SECTION 1145(B) OF THE BANKRUPTCY CODE. IF THE HOLDER IS DEEMED TO BE AN UNDERWRITER AS SUCH TERM IS DEFINED IN SECTION 1145(B) OF THE BANKRUPTCY CODE, THEN THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE SOLD, OFFERED FOR SALE, PLEDGED OR ANY HYPOTHECATED (1) PURSUANT TO (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THESE THIS CERTIFICATE MUST BE SURRENDERED TO BROADVIEW NETWORKS HOLDINGS, INC. (THE “COMPANY”) OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWSREPRESENTED BY THIS CERTIFICATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS STOCKHOLDERS’ AGREEMENT DATED AS OF NOVEMBER 13, 2012 AMONG THE ISSUER COMPANY AND CERTAIN OF SUCH SECURITIES ITS STOCKHOLDERS (THE “COMPANY”AS AMENDED FROM TIME TO TIME), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE.” (2) In the event that the Company determines that shares of Common Stock shall not be represented by a certificate, ASSIGNMENTwithin a reasonable amount of time after the issuance of any shares of Common Stock or any Transfer of shares of Common Stock, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGEthe Company shall send the registered owner of such shares a notice containing the information contained in Section 3(a)(i)(1) and any additional information required to be provided under the General Corporation Law of the State of Delaware. (iii3) The Each 4% Holder of any Common Shares or Options, by acceptance thereof, agrees, prior to any voluntary TransferTransfer of any such shares, to give written notice to the Company of such 4% Holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a3(a). Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, the 4% Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the 4% Holder of such shares, stating that in the opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel ) such proposed Transfer does not require involve a transaction requiring registration or qualification of such shares under the Securities Act. Such 4% Holder of such shares shall be entitled to effect a Transfer of such proposed Transfer shares in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or and request such opinion ten within five (105) days Business Days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within ten five (105) days Business Days after delivery of such opinion. (iv) . The restrictions imposed by this Section 2(a) upon transferability Company may only object to such Transfer if in its reasonable opinion the proposed Transfer involves a transaction requiring registration or qualification of such shares under the Securities Act. Each certificate or other instrument evidencing any such transferred Common Stock shall cease and terminate (and bear the Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(ii3(a)(i)(1) above. Notwithstanding the foregoing, a 4% Holder of Common Stock may Transfer all or containing any other reference a portion of its shares of Common Stock pursuant to a Permitted Transfer without complying with the terms of this Section 3(a)(i)(3) so long as such 4% Holder provides written notice of such Transfer to the restrictions imposed by Company within three (3) Business Days after the effective date of the Transfer and the other terms of this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144Agreement have been satisfied.