Common use of Stock Certificate Legend Clause in Contracts

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Stockholders shall bear upon its face the following legend: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14, 2000." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Company Stock owned by the Management Stockholders shall bear upon its face the following legend: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) IN COMPLIANCE WITH THE STOCKHOLDERS AGREEMENT, DATED AS OF [ ], 2002 AND (B) UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, ACT AND SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14, 2000LAWS." All Management Stockholders shall be bound by the requirements of such legends legend to the extent that such legends are legend is applicable. Upon a registration under the Act of any shares of Common StockCompany Stock or sale of any shares of Company Stock pursuant to Rule 144 or any other exemption from registration where the removal of the legend is appropriate, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Employee Stockholders shall bear upon its face the following legend: "“THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT"”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED EMPLOYEE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14, 2000." ” All Management Employee Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.17.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Stockholders Stockholder Shares shall bear upon its face substantially the following legend: ", in addition to any other legends that may be required: (i) THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, ("THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT SECURITIES ACT, AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, UNLESS IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARECOUNSEL, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, SALE OR TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT. (ii) THE SALE, SUCH LAWS TRANSFER OR ENCUMBRANCE OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED AND SUBJECT TO THE AMENDED AND RESTATED STOCKHOLDERS TERMS OF A STOCKHOLDERS' AGREEMENT, DATED AS OF JULY 14THE DAY IMMEDIATELY PRECEDING THE EFFECTIVE DATE OF THE INITIAL PUBLIC OFFERING OF THE COMPANY, 2000." All Management Stockholders shall be bound by COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY. The certificate representing Stockholder Shares for sale pursuant to an effective Registration Statement under the requirements of such legends Securities Act or pursuant to Rule 144 (to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares permitted hereby) shall be replaced, at the expense of the Company, with certificates not bearing without the legend required by this Section 10.1subsection 10(i) above.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Employee Stockholders shall bear upon its face the following legend: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED EMPLOYEE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14__, 2000." All Management Employee Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.18.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary corporate secretary of the Company and kept with the records of the Company. Each certificate of the Stockholders agrees that the following legend (or a substantially similar legend) shall be placed on the certificates representing any shares of Common Capital Stock owned by the Management Stockholders shall bear upon its face the following legendthem: "THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT")1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION ABSENCE OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUERSUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN ADDITION, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT, SUCH LAWS CONDITIONS SPECIFIED IN THE INVESTMENT AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, AGREEMENT DATED AS OF JULY 14NOVEMBER 17, 20001997 AMONG THE ISSUER AND THE OTHER PARTIES THERETO, A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH AGREEMENT." All Management Stockholders shall be bound by the requirements of such legends legend to the extent that such legends are legend is applicable. Upon a any registration of any Capital Stock under the Securities Act of any shares of Common Stockpursuant to an IPO, the certificate representing such shares shall shall, if appropriate, be replaced, at the expense of the Company, with certificates which do not bearing bear the legend required by this Section 10.1referred to above.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares Stockholder Shares now or hereafter registered in the name of Common Stock owned by the Management Stockholders any Stockholder shall bear upon its face the following legendbe endorsed with a legend substantially as follows: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN A STOCKHOLDER AGREEMENT DATED AS OF April 9, 1998, AMONG THE CORPORATION, VPC, VIDEOTRON AND ICS (THE "ACTSTOCKHOLDER AGREEMENT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED A COPY OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, WHICH IS ON FILE IN THE OPINION OFFICES OF COUNSEL THE CORPORATION AND WILL BE FURNISHED TO THE HOLDER, WHICH COUNSEL MUST BE, HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND THE FORM WITHOUT CHARGE. OWNERSHIP AND SUBSTANCE TRANSFER OF WHICH OPINION ARE, SATISFACTORY SUCH SHARES ARE SUBJECT TO THE ISSUERTERMS OF THE STOCKHOLDER AGREEMENT. THE HOLDER OF THIS CERTIFICATE, SUCH OFFERBY ACCEPTANCE HEREOF, AGREES TO BE BOUND BY ALL THE TERMS OF THE STOCKHOLDER AGREEMENT, AS THE SAME IS IN EFFECT FROM TIME TO TIME. NO SALE, ASSIGNMENT, ENCUMBRANCE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER HYPOTHECATION OR DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE OF SUCH SHARES MAY BE MADE EXCEPT IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS STOCKHOLDER AGREEMENT, DATED AS OF JULY 14, 2000." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned Shares now held or hereafter acquired by the Management Stockholders any Shareholder shall for as long as this Agreement is effective bear upon its face legends substantially in the following legendforms: "THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT"”), AND OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR UNLESS, IN PURSUANT TO AN APPLICABLE EXEMPTION FROM THE OPINION REGISTRATION REQUIREMENTS OF COUNSEL TO SUCH ACT AND SUCH LAWS. THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, HYPOTHECATION, TRANSFER ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE SHAREHOLDERS AGREEMENT, DATED MAY 1, 2008, AMONG THE COMPANY AND THE SHAREHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS SHAREHOLDERS AGREEMENT, DATED AS OF JULY 14, 2000." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned Shares now held or hereafter acquired by the Management Stockholders shall any Shareholder shall, for as long as this Agreement is effective, bear upon its face legends substantially in the following legendforms: THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE ARE RESTRICTED BY THE TERMS OF THE SHAREHOLDERS' AGREEMENT, DATED AS OF ___________, 1999, AMONG THE COMPANY AND THE SHAREHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN ACQUIRED FOR INVESTMENT AND MADE IN COMPLIANCE WITH THE TERMS OF SUCH SHAREHOLDERS' AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR THE "ACT"), AND SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN PURSUANT TO AN APPLICABLE EXEMPTION FROM THE OPINION REGISTRATION REQUIREMENTS OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, SUCH ACT AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14, 2000LAWS." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Stockholders shall bear upon its face the following legend: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14_______ __, 2000." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned Shares now held or hereafter acquired by the Management Stockholders any Stockholder shall for as long as this Agreement is effective bear upon its face legends substantially in the following legendforms: "THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT"”), AND OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR UNLESS, IN PURSUANT TO AN APPLICABLE EXEMPTION FROM THE OPINION REGISTRATION REQUIREMENTS OF COUNSEL TO SUCH ACT AND SUCH LAWS. THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, HYPOTHECATION, TRANSFER ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED MARCH 14, 2006, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE ACT, TERMS OF SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS INVESTOR RIGHTS AGREEMENT, DATED AS OF JULY 14, 2000." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy Employee understands and acknowledges that the certificate evidencing the shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of this Agreement reorganization or recapitalization) if and when issued shall bear, in addition to any other legends which may be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned required by the Management Stockholders shall bear upon its face Exercise Agreement or applicable state securities laws, the following legendlegends: "THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, BUT ARE ISSUED IN RELIANCE ON THE "ACT")REPRESENTATION THAT THEY ARE TAKEN FOR INVESTMENT AND NOT FOR REDISTRIBUTION. AS A CONDITION OF ANY TRANSFER HEREOF, AND THE COMPANY MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT ALL STATUTORY REGISTRATION PROVISIONS HAVE BEEN MET OR DO NOT APPLY. THE SHARES OF CAPITAL STOCK OF THE COMPANY REPRESENTED BY THIS STOCK CERTIFICATE AND THE DISPOSITION THEREOF ARE SUBJECT TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE TERMS OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, A SHAREHOLDERS AGREEMENT DATED AS OF JULY 14NOVEMBER 22, 20001995 (THE 'SHAREHOLDERS AGREEMENT') BY AND AMONG THE COMPANY AND CERTAIN OTHER PARTIES. A COPY OF THE SHAREHOLDERS AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND MAY BE INSPECTED BY THE REGISTERED OWNER OF THIS STOCK CERTIFICATE OR A DULY AUTHORIZED REPRESENTATIVE OF SUCH OWNER UPON REQUEST DURING THE COMPANY'S NORMAL BUSINESS HOURS." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1."

Stock Certificate Legend. A copy Purchaser understands and acknowledges that the certificate evidencing the Shares purchased by Purchaser hereunder (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) shall bear, in addition to any other legends which may be required by this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Stockholders shall bear upon its face or applicable state securities laws, the following legend: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("1933 (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED ) NOR HAVE THEY BEEN REGISTERED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED QUALIFIED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER The 1933 ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER The 1933 ACT, OR UNLESS, IN ZN THE OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY), REGISTRATION UNDER The 1933 Act IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE COMPLY WITH THE ACT1933 ACT AND WITH APPLICABLE STATE SECURITIES LAWS. Upon request of a holder of Shares the Company shall remove the foregoing legend or issue to such holder a new certificate therefor free of any such legend, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENTif the Company shall have received either an opinion of counsel or a "No-action" letter of the SEC, DATED AS OF JULY 14, 2000." All Management Stockholders shall be bound by the requirements of such legends in either case reasonably satisfactory in substance to the extent Company and its counsel, to the effect that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1is no longer required.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Stockholders shall bear upon its face the following legend: "(or similar) legends, as appropriate: (a) “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDERSTOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENTAGREEMENT OF THE ISSUER, DATED AS OF JULY 14JANUARY 27, 20002005 (THE “STOCKHOLDERS AGREEMENT”)." ” (b) “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST.” In addition, certificates representing shares of Common Stock owned by residents of certain states shall bear any legends required by the laws of such states. All Management Stockholders shall be bound by the requirements of all such legends to legends. On the extent that such legends are applicable. Upon a registration under the Act of any shares of Common StockRegistration Date, the certificate representing such the distributed shares shall be replaced, at the expense of the Company, with certificates not bearing the legend legends required by clauses (a) and (b) of this Section 10.110.

Stock Certificate Legend. A copy The Parent Company may, at its option, cause to conspicuously appear on all stock certificates representing the Parent Company’s stock which are issued and delivered to Employee pursuant to the provisions of Section 3.B or this Agreement shall be ------------------------ filed with Section 3.D, the Secretary legend set forth below, the provisions of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned which are agreed to by the Management Stockholders shall bear upon its face the following legendEmployee: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFERING AND SALE OR OTHER TRANSFER HAVE BEEN REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS ACT, OR UNLESS, IN (II) THE HOLDER HEREOF PROVIDES THE COMPANY WITH (A) A WRITTEN OPINION OF COUNSEL TO THE HOLDERLEGAL COUNSEL, WHICH COUNSEL MUST BE, AND THE OPINION (IN FORM AND SUBSTANCE OF WHICH OPINION ARE, SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO THE ISSUERCOMPANY, TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM SECURITY MAY BE EFFECTED WITHOUT REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH UNDER THE SECURITIES ACT, OR (B) SUCH LAWS AND OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS COMPANY THAT THE PROPOSED TRANSFER OF JULY 14, 2000THIS SECURITY MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary secretary of the Company and kept with the records of Company's records. The certificates evidencing the Company. Each certificate representing shares of Common Stock owned Shares (and all certificates issued in exchange therefor or substitution thereof) held by the Management Stockholders shall bear upon its face the following legendlegend so long as the restrictions of this Agreement are in effect: "THE SALE OR TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT IS SUBJECT TO CERTAIN RIGHTS AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT")RESTRICTIONS, INCLUDING CERTAIN CALL OPTIONS, AND MAY NOT BE OFFEREDRIGHTS OF FIRST REFUSAL, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, CONTAINED IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED A STOCKHOLDERS AGREEMENT, AGREEMENT DATED AS OF JULY 14MAY __, 2000." All Management 1997, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY. Shares held by Investor Stockholders shall be bound by bear the requirements following legend as long as the restrictions of such legends to the extent that such legends this Agreement are applicable. Upon a registration under the Act of any shares of Common Stockin effect: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RIGHTS AND OBLIGATIONS CONTAINED IN A STOCKHOLDERS AGREEMENT DATED AS OF MAY __, the certificate representing such shares shall be replaced1997, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATION AND WHICH WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Employee Stockholders shall bear upon its face the following legend: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS EMPLOYEE STOCK HOLDERS AGREEMENT, DATED AS OF JULY 14________ __, 2000." All Management Employee Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.18.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Stockholders Covered Securities shall bear upon its face the following legend: "legends, as appropriate: (I) “THE SHARES SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT"”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, UNLESS SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTSTOCKHOLDERS’ AGREEMENT OF THE ISSUER, DATED AS OF JULY 14NOVEMBER 22, 20002011 AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO (THE “STOCKHOLDERS’ AGREEMENT”)." All Management Stockholders ” (II) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST.” In addition, certificates representing Covered Securities owned by residents of certain states shall be bound bear any legends required by the requirements laws of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1states.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned Shares now held or hereafter acquired by the Management Stockholders any Stockholder shall for as long as this Agreement is effective bear upon its face legends substantially in the following legendforms: "THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE PURSUANT TO A WRITTEN OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER, COMPANY THAT SUCH OFFER, REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, HYPOTHECATION, TRANSFER ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH (EACH A "TRANSFER") AND VOTING OF ANY OF THE ACT, SUCH LAWS AND SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS APRIL 23, 1998, AMONG OPTIMARK TECHNOLOGIES, INC. AND CERTAIN STOCKHOLDERS THEREOF, A COPY OF JULY 14, 2000WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. Recording of Transfer. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned now held or hereafter acquired by the Management Stockholders shall grantee shall, at the option of the Company, for as long as this Section 8 is effective, bear upon its face the following legenda legend as follows: "THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE "ACT"), AND SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS LAWS, OR UNLESS, IN THE AN OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, ISSUER HEREOF THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, . THE TRANSFER OR OTHER DISPOSITION AND PLEDGE OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH RESTRICTED BY THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS TERMS OF THIS STOCK OPTION AGREEMENT, DATED AS OF JULY 14DECEMBER 13, 2000." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable, AMONG THE COMPANY AND THE GRANTEE, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.8 8

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned Shares now held or hereafter acquired by the Management Stockholders any Stockholder shall for as long as this Agreement is effective bear upon its face legends substantially in the following legendforms: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER, COMPANY THAT SUCH OFFER, REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, HYPOTHECATION, TRANSFER ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED MARCH __, 1997, AMONG PROBUSINESS, INC., GENERAL ATLANTIC PARTNERS 39, L.P., GAP COINVESTMENT PARTNERS, L.P. AND SINTON (AS DEFINED THEREIN), A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14, 2000." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary All certificates, if any, representing any of the Company and kept with the records Issued Units, any of the Company. Each certificate representing Class B Units into which the Issued Units are converted in the Merger or any shares of Class A Common Stock owned of NuScale Corp into which such Class B Units may be exchanged shall contain the following legends and any legends required by the Management Stockholders shall bear upon its face the following legend: "LLC Agreement. “THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT MAY BE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND OBLIGATIONS OF REPURCHASE AS SET FORTH IN A RESTRICTED UNIT AWARD AGREEMENT BETWEEN NUSCALE POWER, LLC AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF NUSCALE POWER, LLC.” “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR LAWS OR UNLESS, IN THE AN OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUERNUSCALE POWER, LLC THAT SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION REGISTRATION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14, 2000NOT REQUIRED." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.”

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the The Company and kept with the records of may, at its option, cause to conspicuously appear on all stock certificates representing the Company. Each certificate representing shares ’s stock which are issued and delivered to Employee pursuant to the provisions of Common Stock owned Section 3.B or this Section 3.D, the legend set forth below, the provisions of which are agreed to by the Management Stockholders shall bear upon its face the following legendEmployee: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFERING AND SALE OR OTHER TRANSFER HAVE BEEN REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS ACT, OR UNLESS, IN (II) THE HOLDER HEREOF PROVIDES THE COMPANY WITH (A) A WRITTEN OPINION OF COUNSEL TO THE HOLDERLEGAL COUNSEL, WHICH COUNSEL MUST BE, AND THE OPINION (IN FORM AND SUBSTANCE OF WHICH OPINION ARE, SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO THE ISSUERCOMPANY, TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM SECURITY MAY BE EFFECTED WITHOUT REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH UNDER THE SECURITIES ACT, OR (B) SUCH LAWS AND OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS COMPANY THAT THE PROPOSED TRANSFER OF JULY 14, 2000THIS SECURITY MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Stockholders shall bear upon its face the following legend: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14__, 2000." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company Parent and kept with the records of the CompanyParent. Each Any certificate representing shares of Common Stock owned Shares now held or hereafter acquired by the Management Stockholders shall any Stockholder shall, for as long as this Agreement is effective, bear upon its face legends substantially in the following legendforms: "THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), AND OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN PURSUANT TO AN APPLICABLE EXEMPTION FROM THE OPINION REGISTRATION REQUIREMENTS OF COUNSEL TO SUCH ACT AND SUCH LAWS. THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, HYPOTHECATION, TRANSFER ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AS AMENDED AND RESTATED ON JANUARY 21, 2004, AMONG TRW AUTOMOTIVE HOLDINGS CORP. (THE "COMPANY") AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14, 2000." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the The Company and kept with the records of may, at its option, cause to conspicuously appear on all stock certificates representing the Company. Each certificate representing shares ’s stock which are issued and delivered to Employee pursuant to the provisions of Common Stock owned Section 3.B or this Section 3.D, the legend set forth below, the provisions of which are agreed to by the Management Stockholders shall bear upon its face the following legendEmployee: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFERING AND SALE OR OTHER TRANSFER HAVE BEEN REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS ACT, OR UNLESS, IN (II) THE HOLDER HEREOF PROVIDES THE COMPANY WITH (A) A WRITTEN OPINION OF COUNSEL TO THE HOLDERLEGAL COUNSEL, WHICH COUNSEL MUST BE, AND THE OPINION (IN FORM AND SUBSTANCE OF WHICH OPINION ARE, SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO THE ISSUERCOMPANY, TO THE EFFECT THAT THE PROPOSED TRANSFER OF SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM SECURITY MAY BE EFFECTED WITHOUT REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH UNDER THE SECURITIES ACT, OR (B) SUCH LAWS AND OTHER EVIDENCE AS MAY BE REASONABLY SATISFACTORY TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS COMPANY THAT THE PROPOSED TRANSFER OF JULY 14, 2000THIS SECURITY MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned Shares now held or hereafter acquired by the Management Stockholders shall any Stockholder shall, for as long as this Agreement is effective, bear upon its face legends substantially in the following legendforms: "THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR THE "ACT"), AND SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL TO FOR THE HOLDER, WHICH COUNSEL MUST BE, AND COMPANY THAT REGISTRATION IS NOT REQUIRED. THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, HYPOTHECATION, TRANSFER ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH (EACH A "TRANSFER") AND VOTING OF ANY OF THE ACT, SUCH LAWS AND SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE AMENDED AND RESTATED TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14APRIL 21, 20001998 (THE "STOCKHOLDERS AGREEMENT"), AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned Shares now held or hereafter acquired by the Management Stockholders any Stockholder shall bear upon its face legends substantially in the following legendform: "THE SHARES EVIDENCED SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 10, 2006, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN ACQUIRED FOR INVESTMENT AND MADE IN COMPLIANCE WITH THE TERMS OF SUCH STOCKHOLDERS AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED, OR THE "ACT"), SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN PURSUANT TO AN APPLICABLE EXEMPTION FROM THE OPINION REGISTRATION REQUIREMENTS OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, SUCH ACT AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14, 2000LAWS." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.

Stock Certificate Legend. A copy of this Agreement shall be ------------------------ filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Management Stockholders shall bear upon its face the following legend: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JULY 14NOVEMBER 23, 20001999." All Management Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common StockStock or sale of any shares of Common Stock pursuant to Rule 144 or any other exemption from registration where the removal of the legend is appropriate, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 10.1.