Common use of Share Legend Clause in Contracts

Share Legend. Each certificate for Shares issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear a legend substantially as follows: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel reasonably acceptable to the Company, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Equity Commitment Shares issued upon exercise of this Warranthereunder acquired by the Equity Commitment Parties (including any Related Fund) hereunder shall be represented by uncertificated shares, unless at the time of exercise and such shares are registered under shall be subject to a restrictive notation (the Securities Act“Legend”) in the stock ledger or other appropriate records maintained by Quorum (or Reorganized Quorum) or agent substantially similar to the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], shall bear a legend substantially as follows: THIS SECURITY HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED WITHOUT IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. Any certificate issued THEREUNDER.” The Legend (for restrictive notation) set forth above shall be removed from the records at any time after the restrictions described in exchange such Legend cease to be applicable. Quorum (or substitution for any certificate bearing Reorganized Quorum) may reasonably request such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear opinions, certificates or other evidence that such legend unless, in the opinion of counsel reasonably acceptable to the Company, the securities represented thereby need restrictions no longer be subject to restrictions on resale under the Securities Actapply.

Share Legend. Each certificate for evidencing Shares issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, hereunder shall bear be stamped or otherwise imprinted with a legend (the “Legend”) in substantially as followsthe following form: “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED WITHOUT IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWSTHEREUNDER.” In the event that any such Shares are uncertificated, SUPPORTED BY AN OPINION OF COUNSELsuch Shares shall be subject to a restrictive notation substantially similar to the Legend in the share ledger or other appropriate records maintained by the Company or agent and the term “Legend” shall include such restrictive notation. The Company shall remove the Legend (or restrictive notation, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSELas applicable) set forth above from the certificates evidencing any such shares (or the share register or other appropriate Company records, THAT SUCH REGISTRATION IS NOT REQUIRED. Any certificate issued in the case of uncertified shares), upon request, at any time after the restrictions described in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of a public distribution pursuant to a registration statement under the Securities Act) shall also bear . The Company may reasonably request such legend unlessopinions, in the opinion of counsel reasonably acceptable to the Company, the securities represented thereby need certificates or other evidence that such restrictions no longer be subject apply as a condition to restrictions on resale under removing the Securities ActLegend.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Exchange Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear a legend substantially as followsthe following legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "This security has not been registered under the Securities Act of 1933, AS AMENDEDas amended, OR APPLICABLE STATE SECURITIES LAWSor under the securities laws of any state or other jurisdiction and may not be sold, AND MAY NOT BE SOLDoffered for sale or otherwise transferred unless registered or qualified under said Act and applicable state securities laws or unless the Company receives an opinion of counsel in form and scope reasonably satisfactory to the Company that registration, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWSqualification or other such actions are not required under any such laws. The offering of this security has not been reviewed or approved by any state securities administrator. This security is subject to a Stockholders Agreement, SUPPORTED BY AN OPINION OF COUNSELdated as of October 2, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL1998, THAT SUCH REGISTRATION IS NOT REQUIRED. between the Company and the other parties listed therein, copies of which are on file with the Company and will be furnished upon written request and without charge." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate and reasonably acceptable to the Company, the securities secunties represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares issued upon exercise of this WarrantWarrant Shares, unless at the time of exercise such shares are registered under the Securities Act, shall bear a legend substantially as followsthe following legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "This security has not been registered under the Securities Act of 1933, AS AMENDEDas amended, OR APPLICABLE STATE SECURITIES LAWSand may not be sold or offered for sale unless registered under said Act and any applicable state securities laws or unless an exemption from such registration is available. This security is also subject to and has the benefit of a Registration Rights Agreement dated as of October 2, AND MAY NOT BE SOLD2000 between Advance Paradigm, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWSInc. and Rite Aid Corporation, SUPPORTED BY AN OPINION OF COUNSELcopies of which are on file with Advance Paradigm, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSELInc. The Warrants evidenced by this certificate have been initially issued with Senior Subordinated Notes due 2010 of Advance Paradigm, THAT SUCH REGISTRATION IS NOT REQUIRED. Inc. and on or prior to October 2, 2002, are subject to certain restrictions on transfer and are subject to certain adjustments upon the redemption or repayment of the Notes as set forth in this Warrant." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution offering pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the Holder of such certificate (who may be an employee of such Holder) and reasonably acceptable to the Company, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear a legend substantially as followsthe following legend: THIS SECURITY HAS "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, CONSTITUTE "RESTRICTED SECURITIES", AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT AND MAY NOT BE SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED WITHOUT IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT OR PURSUANT TO AN ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER OR IN VIOLATION OF ANY SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SHARES OF COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, SUPPORTED BY AN OPINION A COPY OF COUNSEL, REASONABLY SATISFACTORY TO WHICH IS ON FILE AT THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. COMPANY." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution registration pursuant to a an effective registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel reasonably acceptable satisfactory to the Company, the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrantwarrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear a legend substantially as followsthe following legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "This security has not been registered under the Securities Act of 1933, AS AMENDEDas amended, OR APPLICABLE STATE SECURITIES LAWSor under the securities laws of any state or other jurisdiction and may not be sold, AND MAY NOT BE SOLDoffered for sale or otherwise transferred unless registered or qualified under said Act and applicable state securities laws or unless the Company receives an opinion of counsel in form and scope reasonably satisfactory to the Company that registration, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWSqualification or other such actions are not required under any such laws. The offering of this security has not been reviewed or approved by any state securities administrator. This security is subject to a Stockholders Agreement, SUPPORTED BY AN OPINION OF COUNSELdated as of December 10, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL2003, THAT SUCH REGISTRATION IS NOT REQUIRED. between the Company and the other parties listed therein, and a Buy-Sell Agreement, dated as of December 10, 2003, between the Company and the initial holder hereof, copies of which are on file with the Company and will be furnished upon written request and without charge." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate and reasonably acceptable to the Company, the securities represented thereby need are no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares issued upon exercise of this Warrant, unless at the time of exercise such shares Shares are registered under the Securities Act, shall bear a legend substantially as follows: THIS SECURITY HAS THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWSLAW, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel reasonably acceptable to the Company, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.

Share Legend. Each certificate for Shares shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear a legend substantially as followsthe following legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF This security has not been registered under the Securities Act of 1933, AS AMENDEDas amended (the "Securities Act"), OR APPLICABLE STATE SECURITIES LAWSor the securities laws of any state and may not be offered, AND MAY NOT BE SOLDsold, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWStransferred, SUPPORTED BY AN OPINION OF COUNSELpledged, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSELhypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws, THAT SUCH REGISTRATION IS NOT REQUIRED(ii) to the extent applicable, Rule 144 under the Securities Act (or any similar rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under the Securities Act and applicable state law is available. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate and reasonably acceptable to the Company, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act.