Stock Certificate Legend and Subordination Agreement Notice between Company, Waypoint NYTEX, LLC, and PNC Bank, N.A.

Summary

This document is a stock certificate legend stating that the shares it represents have not been registered under federal or state securities laws and may only be transferred under specific conditions, such as registration, compliance with Rule 144, or a satisfactory legal opinion. The certificate is also subject to a Subordination Agreement dated November 23, 2010, among the company, Waypoint NYTEX, LLC, and PNC Bank, N.A., which means the rights under this certificate are subordinate to certain senior debt obligations as defined in that agreement.

EX-4.3 4 d81096a1exv4w3.htm EX-4.3 exv4w3

Exhibit 4.3

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED WITHOUT A VIEW TO THE DISTRIBUTION THEREOF, WITHIN THE MEANING OF SUCH TERMS AS USED IN THE ACT. THESE SHARES MAY BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED ONLY (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH CORPORATION (“CORPORATION”), (2) IN ACCORDANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR (3) IN A TRANSACTION PURSUANT TO WHICH THE CORPORATION RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.

THIS STOCK CERTIFICATE IS SUBJECT TO THE SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 23, 2010, AMONG THE COMPANY, WAYPOINT NYTEX, LLC AND PNC BANK, NATIONAL ASSOCIATION, AS AGENT, UNDER WHICH THIS STOCK CERTIFICATE AND THE COMPANY’S OBLIGATIONS HEREUNDER ARE SUBORDINATED IN THE MANNER SET FORTH THEREIN TO THE PRIOR PAYMENT OF CERTAIN OBLIGATIONS TO THE HOLDERS OF SENIOR INDEBTEDNESS AS DEFINED THEREIN AND ARE SUBJECT IN ALL RESPECTS TO THE TERMS AND PROVISIONS SET FORTH THEREIN.