Common use of Restrictive Legends Clause in Contracts

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”

Restrictive Legends. You are acquiring (a) In order to reflect the restrictions on disposition of the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on forfeiture restrictions, the stock certificate(s) certificates representing the Shares until such time as will be endorsed with the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoffollowing restrictive legends: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE MAY NOT BEEN BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A “TRANSFER”) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER , 2006, BETWEEN THE REGISTERED OWNER AND THE COMPANY, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS, AND ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY.” “THE REGISTERED OWNER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS AN AFFILIATE, AS DEFINED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES “ACT’”), OF THE COMPANY AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS TRANSFER THESE SECURITIES EXCEPT (A) A PURSUANT TO AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO ACT, INCLUDING RULE 144 UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 STATEMENT UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”

Restrictive Legends. You are acquiring The Purchaser acknowledges and agrees that the Shares for Your own account Note and not with the Securities may bear a view to their distribution within restrictive legend in substantially the meaning of Section 2(11) following form (and a stop-transfer order may be placed against transfer of the Securities Act. You consent to Note or the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “Securities): THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH NOTE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘“SECURITIES ACT’”), OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED SOLD OR SOLD (I) IN THE UNITED STATES OR TRANSFERRED EXCEPT PURSUANT TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A WRITTEN LEGAL OPINION FROM OF COUNSEL FOR TO THE ISSUER OR COUNSEL FOR TRANSFEROR TO SUCH EFFECT, THE HOLDER SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCOMPANY.”

Restrictive Legends. You are acquiring In order to reflect the restrictions on ------------------- disposition of the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on forfeiture restrictions, the stock certificate(s) certificates representing the Shares until such time as will be endorsed with the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoffollowing restrictive legends: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2001, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS, AND ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 1933 (THE ‘"ACT") OR STATE SECURITIES ACT’), LAWS AND NO TRANSFER OF THESE SECURITIES MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS MADE EXCEPT (A) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A WRITTEN SATISFACTORY OPINION FROM COUNSEL FOR THE ISSUER OR OF COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THAT SUCH TRANSFER IS EXEMPT FROM THE ISSUER HAS BEEN OBTAINED TO REQUIREMENTS OF THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”"

Restrictive Legends. You are acquiring the The stock certificates for all Purchased Shares for Your own account and not shall be endorsed with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofrestrictive legends: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘AMENDED, OR ANY STATE SECURITIES ACT’)LAWS. WITHOUT SUCH REGISTRATION, AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN COMPLIANCE VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE COMPANY AND ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE SECURITIES ACTTERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). TERMS IN THIS LEGEND HAVE A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCOMPANY’S PRINCIPAL CORPORATE OFFICES.”

Restrictive Legends. You are acquiring The Company does not intend, and shall not be required, to issue certificates for the Shares for Your own account Warrant Shares. To the extent that at any time and not with a view from time to their distribution within time, the meaning of Section 2(11) of the Securities Act. You consent Company determines in its sole discretion to the placement of the following legend on the stock certificate(s) issue certificates representing the Warrant Shares, such Warrant Shares until such time as shall bear (and the Shares are eligible for sale under Rule 144(kHolder shall be bound by the provisions set forth in) under the Securities Act and prior to the registration for resale thereofrestrictive legends set forth below: “THE SECURITIES EVIDENCED SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER DISPOSITION OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS (A) A REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAS BECOME EFFECTIVE UNDER SAID ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO LAWS OF ANY STATE, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (B) PURSUANT TO REQUIRE THE DELIVERY OF AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM OF COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED COMPANY TO THE EFFECT THAT NO SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONSECURITIES LAWS OF ANY STATE. EACH BENEFICIAL HOLDERThis Warrant was not issued pursuant to a disclosure document under Chapter 6D of the Corporations Act or a product disclosure statement under Chapter 7 of the Corporations Act. This Warrant and the Warrant Shares must not be offered for resale within Australia within 12 months of it having been issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 or 708A of the Corporations Act. The Company has the right (but not the obligation) to, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATEand may from time to time, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTapply to the ASX to have the Warrant Shares be subject to foreign ownership restrictions with respect to Rule 144 or Regulation S promulgated by the Commission pursuant to the Securities Act and for the Company to be included in Schedule 1 of the ASX Settlement Rules as “FOR Financial Products” pursuant to Rule 5.18.1 of the ASX Settlement Rules (the “FOR Restrictions”).”

Restrictive Legends. You Each Warrant Certificate and each certificate representing the Warrant Shares will bear the following legend unless (a) such Warrant or Warrant Shares are acquiring distributed to the Shares public or sold to underwriters for Your own account and not with distribution to the public pursuant to this Section 9 or otherwise pursuant to a view to their distribution within the meaning of Section 2(11) of registration statement filed under the Securities Act. You consent , or (b) the Company has received an opinion of counsel, in form and substance reasonably satisfactory to counsel for the placement of the following Company, that such legend on the stock certificate(s) representing the Shares until is unnecessary for any such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofcertificate: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER AND THE U.S. OTHER SECURITIES ACT ISSUABLE UPON EXERCISE OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD SOLD, EXCEPT PURSUANT TO (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OF 1933 (THE "ACT"), (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR OR SUCCESSOR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (BIII) PURSUANT AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR UNDER SUCH ACT IS AVAILABLE. THE ISSUER TRANSFER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN EXCHANGE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS CERTIFICATE IS RESTRICTED IN COMPLIANCE ACCORDANCE WITH THE SECURITIES ACTAMENDED AND RESTATED WARRANT AGREEMENT BETWEEN CHAPARRAL RESOURCES, INC. TERMS IN THIS LEGEND HAVE AND SHELL CAPITAL LIMITED DATED AS OF APRIL 18, 2001, AS THE MEANINGS GIVEN SAME MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO THEM BY REGULATIONS UNDER THE SECURITIES ACTTIME.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) Any certificates representing the Shares until such time shall have endorsed thereon legends substantially as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoffollows: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’)AMENDED, OR QUALIFIED UNDER ANY STATE LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR SOLD OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER SUCH ACT AND THE SECURITIES ACT TRANSACTION IS IN EFFECT WITH RESPECT THERETO QUALIFIED UNDER APPLICABLE STATE LAW OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION QUALIFICATION REQUIREMENTS OF APPLICABLE STATE LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY ACCEPTING AN INTEREST IN COUNSEL.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN A LETTER AGREEMENT WITH THE COMPANY (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE) AND MAY NOT BE CONDUCTED UNLESS OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTVIOLATION OF SUCH RESTRICTIONS.”

Restrictive Legends. You are acquiring Each Regulation S Global Certificate and each Definitive Certificate issued pursuant to this Agreement during the Shares for Your own account and not with Distribution Compliance Period shall bear a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent legend to the placement of following effect (the following legend on "Restricted Legend") unless the stock certificate(s) representing Company and the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofTrustee determine otherwise consistent with applicable law: “THE SECURITIES EVIDENCED BY "THIS CERTIFICATE HAVE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (I1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND (2) AGREES THAT (A) IT WILL NOT OFFER OR SELL THIS CERTIFICATE OR ANY INTEREST HEREIN WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS BY UNTIL THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD AND (B) THEREAFTER IT WILL OFFER OR ON BEHALF OF SELL THIS CERTIFICATE OR ANY U.S. PERSON, UNLESS (A) A INTEREST THEREIN ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING PURSUANT TO RULE 144A UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR ACT). AS USED HEREIN, THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE TERMS "DISTRIBUTION COMPLIANCE PERIOD", "OFFSHORE TRANSACTION", "UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT " AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-"U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND " HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.”" Section 4.03. Amendment of Sections 3.04 and 3.09 of the Basic Agreement. Sections 4.04 and 4.05 of this Trust Supplement supersede and replace Sections 3.04 and 3.09 of the Basic Agreement with respect to the Applicable Trust.

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) It is understood that each certificate, if any, representing the Shares until such time as shall be stamped or otherwise imprinted with a legend substantially in the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoffollowing form: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES “ACT’”), OR UNDER THE SECURITIES LAWS OF LUXEMBOURG OR OF ANY STATES OF THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED TRANSFERRED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE AND OTHER SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR INDEFINITE PERIOD OF TIME. THE ISSUER OR OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL FOR THE HOLDER IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION ANY PROPOSED TRANSFER OR RESALE IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE AND OTHER SECURITIES ACTLAWS. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER ADDITION, THE SECURITIES ACTARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS CONTAINED IN AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF MAY 23, 2002. COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”

Restrictive Legends. You are acquiring Any share certificate evidencing the Shares for Your own account and not shall be endorsed with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legends (in addition to any legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale required under Rule 144(k) under the Securities Act applicable state and prior to the registration for resale thereof: “federal securities laws or other applicable law): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES “ACT’”), AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, HYPOTHECATED UNLESS (A) A THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN EFFECT ACCORDANCE WITH RESPECT THERETO RULE 144 UNDER THE ACT, OR (B) PURSUANT TO THE COMPANY RECEIVES AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY ACCEPTABLE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN STAND-ALONE RESTRICTED STOCK AWARD AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. NO TRANSFER OR PLEDGE OF THE SECURITIES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE EFFECT THAT NO PROVISIONS OF SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONAGREEMENT. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE, OR PLEDGEE HEREOF AGREES THAT ANY HEDGING TRANSACTION INVOLVING TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTAGREEMENT.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent All Applicable Certificates issued pursuant to the placement of Agreement shall bear a legend to the following legend on effect (the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY Restrictive Legend”): THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II1) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER REPRESENTS THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS RULE 144A UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2007-1C TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.”

Restrictive Legends. You are acquiring In order to reflect the restrictions on disposition of the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on forfeiture restrictions, the stock certificate(s) certificates representing the Shares until such time as will be endorsed with the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoffollowing restrictive legends: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 28, 2001, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS, AND ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 1933 (THE ‘"ACT") OR STATE SECURITIES ACT’), LAWS AND NO TRANSFER OF THESE SECURITIES MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS MADE EXCEPT (A) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A WRITTEN SATISFACTORY OPINION FROM COUNSEL FOR THE ISSUER OR OF COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THAT SUCH TRANSFER IS EXEMPT FROM THE ISSUER HAS BEEN OBTAINED TO REQUIREMENTS OF THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”"

Restrictive Legends. You are acquiring Each certificate evidencing the Shares for Your own account which the Investor may acquire hereunder and not with a view to their distribution within any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the meaning of Section 2(11) opinion of the Securities Act. You consent to counsel for the placement of Corporation) shall be imprinted with one or more legends substantially in the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘AMENDED, OR UNDER ANY STATE SECURITIES ACT’)LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR SOLD AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (IREASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) IN TO THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A EFFECT THAT AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS IN EFFECT AVAILABLE WITH RESPECT THERETO TO ANY TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR (B) PURSUANT QUALIFIED). THE COMPANY IS AUTHORIZED TO AN EXEMPTION FROM REGISTRATION ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND A RIGHTS OF EACH CLASS AND SERIES WILL BE PROVIDED TO EACH STOCKHOLDER WITHOUT CHARGE, UPON WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONREQUEST. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH INCLUDING A "LOCK-UP" PROVISION RESTRICTING THE TRANSFER OF THE SECURITIES ACTFOR A PERIOD OF TIME NOT TO EXCEED ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S UNDERWRITTEN PUBLIC OFFERING. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTThe Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.”

Restrictive Legends. You are acquiring (1) The Holder acknowledges and agrees that the Shares ------------------- certificates for Your own account and not with a view the shares of Series F Preferred Stock issued to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of such Holder shall bear restrictive legends in substantially the following legend on the stock certificate(s) representing the Shares until form (and a stop-transfer order may be placed against transfer of such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “shares of Series F Preferred Stock): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’"), . THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD (I) ASSIGNED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THE NUMBER OF SHARES CONSTITUTING THE PORTION OF THE MAXIMUM SHARE AMOUNT, AS DEFINED IN EFFECT WITH RESPECT THERETO OR THE STATEMENT OF RESOLUTION OF SERIES F CONVERTIBLE STOCK (B) PURSUANT THE "STATEMENT OF RESOLUTION"), ALLOCATED TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL THE SHARES REPRESENTED BY THIS CERTIFICATE FOR THE ISSUER OR COUNSEL FOR PURPOSES OF CONVERSION THEREOF IS [NUMBER]. SECTION 10(B)(3)(A) OF THE STATEMENT OF RESOLUTION PERMITS A HOLDER REASONABLY ACCEPTABLE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE TO CONVERT SUCH SECURITIES IN ACCORDANCE WITH THE STATEMENT OF RESOLUTION WITHOUT BEING REQUIRED TO SURRENDER THIS CERTIFICATE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, COMPANY UNLESS IN COMPLIANCE WITH RULE 904 UNDER ALL OF THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONREPRESENTED HEREBY ARE CONVERTED. EACH BENEFICIAL HOLDERCONSEQUENTLY, BY ACCEPTING AN INTEREST IN FOLLOWING CONVERSION OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT THE NUMBER OF SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES STATED HEREON. UPON REQUEST OF ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH PROPOSED TRANSFEREE OF THIS CERTIFICATE, THE COMPANY WILL PROVIDE CONFIRMATION OF THE NUMBER OF SHARES EVIDENCED BY THIS CERTIFICATE. STATEMENTS (1) SETTING FORTH THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SECURITIES ACTREPRESENTED BY THIS CERTIFICATE AND (2) DENYING THE PREEMPTIVE RIGHT OF SHAREHOLDERS OF THE COMPANY TO ACQUIRE UNISSUED OR TREASURY SHARES OF THE COMPANY ARE SET FORTH IN THE ARTICLES OF INCORPORATION OF THE COMPANY ON FILE IN THE XXXXXX XX XXX XXXXXXXXX XX XXXXX XX XXX XXXXX XX XXXXX. TERMS IN THE COMPANY WILL FURNISH A COPY OF SUCH STATEMENTS TO THE RECORD HOLDER OF THIS LEGEND HAVE THE MEANINGS GIVEN CERTIFICATE WITHOUT CHARGE UPON RECEIPT OF WRITTEN REQUEST THEREFOR DIRECTED TO THEM BY REGULATIONS UNDER THE SECURITIES ACTXXXX X. XXXXXX, EQUALNET PLAZA, 0000 XXXX XXXXXX XXXX XXXXX, XXXXXXX, XXXXX 00000-0000.”

Restrictive Legends. You are acquiring Each certificate or document representing any of the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of shall bear substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale legends (in addition to any legends required under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “applicable securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘“SECURITIES ACT’”), AND OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED OR SOLD HYPOTHECATED (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER COMPANY THAT IT IS A NON-U.S. PERSONSUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH AND THE HOLDER OF THE SECURITIES ACT. REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE TERMS IN THIS LEGEND HAVE OF A STOCK PURCHASE AGREEMENT BETWEEN THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER ORIGINAL PURCHASER AND THE SECURITIES ACTCOMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY).”

Restrictive Legends. You are acquiring (a) The Lender understands and agrees that Parent will cause the Shares for Your own account and not with a view legends set forth below or legends substantially equivalent thereto, to their distribution within the meaning of Section 2(11be placed upon any certificate(s) evidencing ownership of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofExchange Shares, together with any other legends that may be required by state or federal securities laws: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘“SECURITIES ACT’”), AND OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR SOLD (I) OTHERWISE DISPOSED OF IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO U.S. PERSONS BY OFFER, SELL OR ON BEHALF OF ANY U.S. PERSON, UNLESS OTHERWISE TRANSFER SUCH SECURITY ONLY (A) A REGISTRATION STATEMENT UNDER TO THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR ISSUER, (B) PURSUANT TO AN EXEMPTION FROM A REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER STATEMENT THAT HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE DELIVERY OF AN OPINION OF COUNSEL AND/OR, CERTIFICATION AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE ISSUER.”

Restrictive Legends. You are acquiring Certificates for all Shares now or hereafter issued to and held by the Shares for Your own account and not Shareholders shall be marked conspicuously with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoflegends: “THE SECURITIES EVIDENCED SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF OR ENCUMBRANCE UPON THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE TERMS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER , 2004. BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE TERMS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE IN THE CORPORATE OFFICE OF DATREK ACQUISITION, INC. AND CAN BE INSPECTED UPON WRITTEN REQUEST. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE ‘SECURITIES ACT’), AND SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, ASSIGNED, HYPOTHECATED OR SOLD (I) OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND SUCH APPLICABLE STATE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO LAWS, OR (B) PURSUANT TO UNLESS AN EXEMPTION FROM REGISTRATION AND A WRITTEN IS AVAILABLE (WHICH THE COMPANY MAY REQUIRE TO BE EVIDENCED BY AN OPINION FROM OF COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT COMPANY THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTREQUIRED).”

Restrictive Legends. You are acquiring (a) Except as otherwise provided in this Section 8, each certificate for Warrant Stock initially issued upon the Shares exercise of this Warrant, and each certificate for Your own account and not Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of four legends in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofforms: “"THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’), AND MAY NOT ") OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE TO A PERSON OTHER THAN AN AFFILIATE OF THE HOLDER THEREOF SHALL BE OFFERED VALID OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, EFFECTIVE UNLESS (A) A SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS ACT, AND IN EFFECT COMPLIANCE WITH RESPECT THERETO ANY APPLICABLE STATE SECURITIES LAWS OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE OF THE SECURITIES PROPOSED TO BE TRANSFERRED SHALL HAVE DELIVERED TO THE ISSUER HAS BEEN OBTAINED COMPANY EITHER A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL (WHO MAY BE AN EMPLOYEE OF SUCH HOLDER) EXPERIENCED IN SECURITIES MATTERS, SUCH OPINION AND SUCH COUNSEL BEING REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO SUCH PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS OR (C) SUCH TRANSFER IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH PURSUANT TO RULE 904 144 OR RULE 144A UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION HOLDER(S) SHALL HAVE DELIVERED TO THE ISSUER THAT IT IS COMPANY A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST CERTIFICATE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE SECURITIES COMPANY SETTING FORTH THE BASIS FOR APPLYING ANY SUCH RULE TO THE PROPOSED TRANSFER." "THE SHARES REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE ENTITLED TO THE BENEFIT OF CERTAIN "PUTS" SET FORTH IN THE WARRANT PURSUANT TO THE EXERCISE OF WHICH SUCH SHARES WERE ISSUED AND ARE ENTITLED TO THE BENEFIT OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS CONTAINED IN CERTAIN OTHER PROVISIONS OF SUCH WARRANT. A COPY OF SUCH WARRANT IS AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN A CERTAIN SHAREHOLDERS AGREEMENT. A COPY OF SUCH SHAREHOLDERS AGREEMENT IS AVAILABLE AT THE EXECUTIVE OFFICES OF THE COMPANY." "THE COMPANY WILL MAIL TO THE HOLDERS OF THE SHARES EVIDENCED BY THIS CERTIFICATE A COPY OF THE EXPRESS TERMS OF THE SHARES REPRESENTED BY THE CERTIFICATE AND OF THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH IF ANY, WHICH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN COMPANY IS AUTHORIZED TO THEM BY REGULATIONS UNDER THE SECURITIES ACTISSUE, WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR.”"

Restrictive Legends. You are acquiring (a) Except as otherwise provided in this Section 8, each certificate for Warrant Stock initially issued upon the Shares exercise of this Warrant, and each certificate for Your own account and not Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of two legends in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofforms: “"THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’"), AND MAY OR ANY STATE SECURITIES LAW. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT BE OFFERED TO OFFER, SELL OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS OTHERWISE TRANSFER SUCH SECURITY OTHER THAN (A) A REGISTRATION STATEMENT UNDER TO THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR COMPANY, (B) PURSUANT TO AN EXEMPTION FROM A REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER STATEMENT THAT HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND OR (C) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER THAT IT IS A NON-U.S. PERSONCOMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO IT. EACH BENEFICIAL HOLDERIN ADDITION, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS CONTAINED IN THE STOCK PURCHASE AGREEMENT, AGREES DATED AS OF MAY 28, 2001, BY AND BETWEEN THE COMPANY AND RED BASIN, LLC. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY SUCH CERTIFICATES AND OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE THE TRANSFER COMPLIES WITH THE SECURITIES ACTFOREGOING RESTRICTIONS." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO THE BENEFITS OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS SET FORTH IN THE WARRANT PURSUANT TO THE EXERCISE OF WHICH SUCH SHARES WERE ISSUED. TERMS IN THIS LEGEND HAVE A COPY OF SUCH WARRANT IS AVAILABLE AT THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER EXECUTIVE OFFICES OF THE SECURITIES ACTCOMPANY.”"

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of Each Global Certificate shall bear the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale face thereof: “THE SECURITIES EVIDENCED BY UNLESS THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE U.S. SECURITIES ACT OF 1933DEPOSITORY TRUST COMPANY, AS AMENDED A NEW YORK CORPORATION (THE ‘SECURITIES ACT’"DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND MAY NOT BE OFFERED OR SOLD (I) ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE UNITED STATES NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO U.S. PERSONS SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR ON BEHALF OF TO ANY U.S. PERSONPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER CEDE & CO., HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST HEREIN. TRANSFERS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN THE SECURITIES REPRESENTED BY WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT CERTIFICATE SHALL BE CONDUCTED UNLESS LIMITED TO TRANSFERS MADE IN COMPLIANCE ACCORDANCE WITH THE SECURITIES ACT. TERMS RESTRICTIONS SET FORTH IN THIS LEGEND HAVE SECTION 3.05 OF THE MEANINGS GIVEN PASS THROUGH TRUST AGREEMENT REFERRED TO THEM BY REGULATIONS UNDER THE SECURITIES ACTHEREIN.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning (a) The shares of Section 2(11) Warrant Stock issuable upon exercise of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) this Warrant (unless registered under the Securities Act and prior to of 1933, as amended (the registration for resale thereof“Securities Act”)) shall be stamped or imprinted with legends in substantially the following form: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND THE OFFER AND SALE OF SUCH SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES “ACT’”), AND OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD (I) HYPOTHECATED IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO U.S. PERSONS BY THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR ON BEHALF HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER APPLICABLE STATE SECURITIES LAWS. COPIES OF THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND A RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR REQUEST MADE BY THE HOLDER REASONABLY ACCEPTABLE OF RECORD OF THIS CERTIFICATE TO THE ISSUER HAS BEEN OBTAINED TO SECRETARY OF THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE CORPORATION AT THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER PRINCIPAL EXECUTIVE OFFICES OF THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONCORPORATION. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FROM THE EFFECTIVE DATE OF THE CORPORATION’S FIRST UNDERWRITTEN PUBLIC OFFERING AS MORE FULLY PROVIDED IN THE WARRANT TO WHICH THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTWERE ISSUED.”

Restrictive Legends. You are acquiring Each certificate evidencing the Shares for Your own account which the Investor may purchase hereunder and not with a view to their distribution within any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the meaning of Section 2(11) opinion of the Securities Act. You consent to counsel for the placement of Corporation) shall be imprinted with legends substantially in the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES "ACT’"), AND MAY NOT BE OFFERED OR SOLD (I) WITHOUT REGISTRATION UNDER THE ACT UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE OR SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO REGULATION S UNDER THE ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER DURING A "STAND-OFF PERIOD" OF UP TO 180 DAYS AS PROVIDED IN THAT CERTAIN FEBRUARY ____, 1997, AGREEMENT BETWEEN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ORIGINAL HOLDER HEREOF AND THE CORPORATION. THE CORPORATION WILL NOTIFY THE TRANSFER AGENT OF THE STARTING DATE OF ANY U.S. PERSONSUCH STAND-OFF PERIOD AND WILL ISSUE STOP-TRANSFER INSTRUCTIONS APPLICABLE TO THE STAND-OFF PERIOD. WHENEVER THE TRANSFER AGENT HAS RECEIVED NO SUCH STOP TRANSFER INSTRUCTIONS FROM THE CORPORATION, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT TRANSFER AGENT IS HEREBY AUTHORIZED AND DIRECTED TO CONCLUSIVELY PRESUME THAT NO STAND-OFF PERIOD IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR PREVENT THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. IMMEDIATELY AFTER THE EXPIRATION DATE OF ANY STAND-OFF PERIOD (WHICH SHALL FALL NOT LATER THAN 180 DAYS AFTER THE STARTING DATE), AGREES THAT THIS RESTRICTIVE LEGEND AND ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT RELATED STOP TRANSFER INSTRUCTIONS GIVEN BY THE CORPORATION TO THE TRANSFER AGENT SHALL BE CONDUCTED UNLESS IN COMPLIANCE WITH OF NO FURTHER FORCE OR EFFECT, AND THE SECURITIES ACT. TERMS IN TRANSFER AGENT IS HEREBY AUTHORIZED AND DIRECTED, AT ANY TIME ON OR AFTER THE EXPIRATION DATE OF THE STAND-OFF PERIOD, TO ISSUE A NEW CERTIFICATE WITHOUT THIS LEGEND HAVE IN EXCHANGE FOR THIS LEGENDED CERTIFICATE UPON SURRENDER BY AND AT THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER REQUEST OF THE SECURITIES ACTHOLDER WITHOUT FURTHER AUTHORIZATION FROM THE CORPORATION. The Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Shares during the Regulation S restricted period and the Stand-off Period.”

Restrictive Legends. You are acquiring In order to reflect the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) restrictions on ------------------- disposition of the Securities Act. You consent to the placement of the following legend on Shares, the stock certificate(s) certificates representing the Shares until such time as will be endorsed with the Shares are eligible for sale under Rule 144(k) under following restrictive legends, in addition to any legends required by the Securities Act and prior to the registration for resale thereofStockholders Agreement: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2000, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE RIGHTS EXERCISABLE BY TELLIUM, INC. AND ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO SUCH REPURCHASE RIGHTS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 1933 (THE ‘"ACT") OR STATE SECURITIES ACT’), LAWS AND NO TRANSFER OF THESE SECURITIES MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS MADE EXCEPT (A) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A WRITTEN SATISFACTORY OPINION FROM COUNSEL FOR THE ISSUER OR OF COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THAT SUCH TRANSFER IS EXEMPT FROM THE ISSUER HAS BEEN OBTAINED TO REQUIREMENTS OF THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”"

Restrictive Legends. You are acquiring Unless and until otherwise permitted by this Section 4, the Shares certificates for Your own account the Warrants issued under this Agreement, each certificate for any Warrants issued to any subsequent transferee of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant and not each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “"THE TRANSFER OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF DECEMBER 12, 1997 (THE "WARRANT AGREEMENT"), AMONG INTEGRATED ORTHOPAEDICS, INC., A TEXAS CORPORATION (THE "ISSUER"), FW INTEGRATED ORTHOPAEDICS INVESTORS, L.P., AND FW INTEGRATED ORTHOPAEDICS INVESTORS II, L.P., AS THE WARRANT AGREEMENT MAY BE MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘AMENDED, OR APPLICABLE STATE SECURITIES ACT’)LAWS, AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSONACCORDINGLY, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTLAWS OR APPLICABLE EXEMPTIONS THEREFROM.”

Restrictive Legends. You are acquiring Such Purchaser acknowledges that the Shares for Your own account and not with certificates representing such Purchaser’s Debentures or Warrants shall each conspicuously set forth on the face or back thereof a view to their distribution within legend in substantially the meaning of Section 2(11) of the Securities Act. You consent following form, corresponding to the placement of the following legend on the stock certificate(s) representing the Shares until such time stockholder’s status as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofset forth in Section 3.3(c): REGULATION D LEGEND: “[NEITHER] THIS SECURITY [NOR THE SECURITIES EVIDENCED BY INTO WHICH THIS CERTIFICATE HAVE NOT SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD (I) HYPOTHECATED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES UNDER SAID ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OR AN OPINION FROM OF COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT COMPANY THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE NOT REQUIRED.” REGULATION S LEGEND: “[NEITHER] THIS SECURITY [NOR THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HASBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”

Restrictive Legends. You are acquiring The Subscriber understands and agrees that the Shares for Your own account and not with a view to their distribution within Company will place the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend legends set forth below or similar legends on the any stock certificate(s) representing evidencing the Shares until such Common Stock sold and issued hereunder, together with any other legends that may be required by federal or state securities laws, the Company’s Articles of Incorporation or Bylaws, or any other agreement affecting the Common Stock (each as may be amended from time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “time): THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘“SECURITIES ACT’”), OR UNDER THE SECURITIES LAWS OF ANY STATES OF THE UNITED STATES OR ANY OTHER JURISDICTION. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED TRANSFERRED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE PURCHASER FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN SUCH TRANSACTION PROVIDES A CERTIFICATION FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES EFFECT THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES ACTLAWS.”

Restrictive Legends. You are acquiring The Shareholder understands and agrees that the Shares for Your own account and not with a view Company shall cause the legends set forth below, or substantially equivalent legends, to their distribution within the meaning of Section 2(11be placed upon any certificate(s) evidencing ownership of the Securities Act. You consent to Holdco Shares, together with any other legends that may be required by the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofCompany or by applicable federal or state securities laws: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE ‘SECURITIES ACT’)LAWS OF ANY STATE, AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR SOLD (I) IN HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE UNITED STATES CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSONOTHER EVIDENCE, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT CORPORATION AND ITS COUNSEL, THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN NOT REQUIRED.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT REPURCHASE RIGHTS AND OTHER AGREEMENTS CONTAINED IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE CORPORATION AND THE ORIGINAL HOLDER OF THESE SHARES. A COPY OF THE RESTRICTED STOCK PURCHASE AGREEMENT AND ALL APPLICABLE AMENDMENTS THERETO WILL BE CONDUCTED UNLESS IN COMPLIANCE WITH FURNISHED BY THE SECURITIES ACT. TERMS IN COMPANY TO THE RECORD HOLDER OF THIS LEGEND HAVE CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCOMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.”

Restrictive Legends. You are acquiring The stock certificates for the Purchased Shares for Your own account and not shall be endorsed with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on legends and will also be endorsed with any other legends provided for in any other relevant agreements between the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act Company and prior to the registration for resale thereofOptionee: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE ‘SECURITIES ACT’), AND SHARES MAY NOT BE SOLD OR OFFERED OR SOLD (I) FOR SALE IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR SUCH ACT, (B) PURSUANT A ‘NO ACTION’ LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER SUCH SALE OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE OFFER OR (C) SATISFACTORY ASSURANCES TO THE ISSUER HAS BEEN OBTAINED COMPANY THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.” “THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES CERTIFICATE ARE UNVESTED AND ARE SUBJECT TO CERTAIN REPURCHASE RIGHTS GRANTED TO THE COMPANY AND ACCORDINGLY MAY NOT BE CONDUCTED UNLESS SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN COMPLIANCE ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE SECURITIES ACTTERMS OF A WRITTEN AGREEMENT DATED _____________ BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). TERMS IN THIS LEGEND HAVE A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCOMPANY’S PRINCIPAL CORPORATE OFFICES.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning The Global Certificate of Section 2(11) of the Securities Act. You consent to the placement of each series shall also bear the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale face thereof: “THE SECURITIES EVIDENCED BY UNLESS THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE U.S. SECURITIES ACT OF 1933DEPOSITORY TRUST COMPANY, AS AMENDED A NEW YORK CORPORATION (THE ‘SECURITIES ACT’"DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND MAY NOT BE OFFERED OR SOLD (I) ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE UNITED STATES NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO U.S. PERSONS SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR ON BEHALF OF TO ANY U.S. PERSONPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER CEDE & CO., HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN THE SECURITIES REPRESENTED BY WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT GLOBAL CERTIFICATE SHALL BE CONDUCTED UNLESS LIMITED TO TRANSFERS MADE IN COMPLIANCE ACCORDANCE WITH THE SECURITIES ACT. TERMS RESTRICTIONS SET FORTH IN THIS LEGEND HAVE SECTION 3.05 OF THE MEANINGS GIVEN PASS THROUGH TRUST AGREEMENT REFERRED TO THEM BY REGULATIONS UNDER THE SECURITIES ACTHEREIN.”

Restrictive Legends. You are acquiring Each replacement Warrant issued upon partial exercise or the Shares transfer of any Warrant shall contain a legend in substantially the following form: THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THIS WARRANT AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT. Each certificate for Your own account Common Stock issued upon the exercise of any Warrant, and not each certificate issued upon the transfer of any such Common Stock, shall be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR UNDER THE ‘SECURITIES ACT’), AND LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR SOLD (I) HYPOTHECATED IN THE UNITED STATES ABSENCE OF REGISTRATION, OR TO U.S. PERSONS BY OR ON BEHALF THE AVAILABILITY OF ANY U.S. PERSONAN EXEMPTION FROM REGISTRATION, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPROPRIATE STATE SECURITIES LAWS. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO TAKE PLACE UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHAREHOLDER'S EXPENSE, AND SATISFACTORY TO IT, THAT AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTAVAILABLE.”

Restrictive Legends. You are acquiring The stock certificates representing the Purchased Shares for Your own account and not shall be endorsed with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement one or more of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofrestrictive legends: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES “ACT’”), AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR SOLD OTHERWISE DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE UNITED STATES SECURITIES UNDER THE ACT, (II) IN COMPLIANCE WITH RULE 144, OR (III) PURSUANT TO U.S. PERSONS AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION. THE SECURITIES REPRESENTED HEREBY (I) ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION WITH RESPECT TO THE TRANSFER OF SUCH SECURITIES AND (II) MAY BE SUBJECT TO A RIGHT TO REPURCHASE SUCH SECURITIES UNDER CERTAIN CIRCUMSTANCES, PURSUANT TO AN AGREEMENT BY OR AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON BEHALF TRANSFER FOR A PERIOD OF ANY U.S. PERSON, UNLESS (A) UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN OFFERING OF THE CORPORATION’S SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AGREEMENT BY AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE REQUEST TO THE ISSUER HAS BEEN OBTAINED TO SECRETARY OF THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCORPORATION.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning (a) The shares of Section 2(11) Warrant Stock issuable upon exercise of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) this Warrant (unless registered under the Securities Act and prior to of 1933, as amended (the registration for resale thereof“Securities Act”)) shall be stamped or imprinted with legends in substantially the following form: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND THE OFFER AND SALE OF SUCH SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES “ACT’”), AND OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD (I) HYPOTHECATED IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO U.S. PERSONS BY THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR ON BEHALF HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER APPLICABLE STATE SECURITIES LAWS. COPIES OF THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND A RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR REQUEST MADE BY THE HOLDER REASONABLY ACCEPTABLE OF RECORD OF THIS CERTIFICATE TO THE ISSUER HAS BEEN OBTAINED SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. THE HOLDER OF THIS CERTIFICATE AGREES NOT TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS ENGAGE IN COMPLIANCE ANY HEDGING TRANSACTIONS WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION REGARD TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED CERTIFICATE UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER WARRANT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, INCLUDING THOSE SET FORTH IN REGULATION S OF THE SECURITIES ACT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FROM THE EFFECTIVE DATE OF THE CORPORATION’S FIRST UNDERWRITTEN PUBLIC OFFERING IN THE UNITED STATES AS MORE FULLY PROVIDED IN THE WARRANT TO WHICH THESE SECURITIES WERE ISSUED.”

Restrictive Legends. You are acquiring The Shareholder acknowledges that the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Issuable Securities and Underlying Shares until such time as shall each conspicuously set forth on the Shares are eligible for sale under Rule 144(k) under face or back thereof a legend in substantially the Securities Act and prior to the registration for resale thereoffollowing form: “[NEITHER] THIS SECURITY [NOR THE SECURITIES EVIDENCED BY INTO WHICH THIS CERTIFICATE HAVE NOT SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘“SECURITIES ACT’”), AND AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR EXCEPT PURSUANT TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A WRITTEN LEGAL OPINION FROM OF COUNSEL FOR TO THE ISSUER OR COUNSEL FOR TRANSFEROR TO SUCH EFFECT, THE HOLDER SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO COMPANY. THIS SECURITY [AND THE EFFECT SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT NO SUCH REGISTRATION IS REQUIRED AND (IIAN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN OR OTHER LOAN SECURED BY SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTSECURITIES.”

Restrictive Legends. You are acquiring the Each certificate representing any Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of or Conversion Shares shall bear legends in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF INCORPORATION AS AMENDED AND/OR RESTATED FROM TIME TO TIME. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES "1933 ACT’"), OR UNDER ANY APPLICABLE STATE LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. -15- <PAGE> THE SHARES MAY NOT BE OFFERED SOLD, PLEDGED, TRANSFERRED OR SOLD (I) ASSIGNED EXCEPT IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION AND STATEMENT OR IN A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS TRANSACTION OTHERWISE IN COMPLIANCE WITH RULE 904 UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES ACT AND SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATECERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF SEPTEMBER 2, AGREES THAT 2003, A COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S OF THE COMPANY. ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT REQUEST SHOULD BE CONDUCTED UNLESS IN COMPLIANCE WITH ADDRESSED TO THE SECURITIES ACTSECRETARY OF THE COMPANY. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT9.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) In lieu of the Securities Act. You consent to the placement legend required by Article 7 of the following legend on Stockholders Agreement, each certificate evidencing shares of Class B Common acquired upon conversion of the stock certificate(sConvertible Note (or any Company securities issued with respect to such shares) representing the Shares shall, until such time as the Shares such shares are eligible for sale under Rule 144(k) under the Securities Act and prior no longer subject to the registration for resale provisions of the Stockholders Agreement in accordance with the provisions thereof, be stamped or otherwise imprinted with a legend in substantially the following form: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON OCTOBER 14, 1999, AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"ACT"), OR THE SECURITIES ACT’)LAWS OF ANY STATE, AND MAY NOT BE OFFERED SOLD OR SOLD (I) TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO APPLICABLE STATE LAW OR AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONTHEREUNDER. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF APRIL 21, AGREES THAT ANY HEDGING TRANSACTION INVOLVING 1999, BY AND AMONG THE ISSUER OF SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH (THE "COMPANY") AND CERTAIN OF THE COMPANY'S STOCKHOLDERS, AS AMENDED AND MODIFIED FROM TIME TO TIME. THE SECURITIES ACTREPRESENTED BY THIS CERTIFICATE BECAME SUBJECT TO SUCH STOCKHOLDERS AGREEMENT PURSUANT TO A JOINDER AND RIGHTS AGREEMENT DATED AS OF OCTOBER 14, 1999, BY AND AMONG THE COMPANY AND THE INITIAL HOLDER OF SUCH SECURITIES. TERMS IN THIS LEGEND HAVE A COPY OF EACH SUCH AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE MEANINGS GIVEN COMPANY TO THEM BY REGULATIONS UNDER THE SECURITIES ACTHOLDER HEREOF UPON WRITTEN REQUEST.”"

Restrictive Legends. You are acquiring Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of the Shares for Your own account and not with a view to their distribution within or the meaning of Section 2(11) of the Securities Act. You consent Conversion Stock to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofeffect: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE ‘SECURITIES ACT’), LAWS OF ANY STATE AND MAY NOT BE OFFERED SOLD OR SOLD (I) IN THE UNITED STATES OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO LAWS OR (B) PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF MAY 18, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES 1998 AS MAY BE AMENDED FROM TIME TO TIME, AND SAID SHARES MAY NOT BE CONDUCTED UNLESS SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE ACCORDANCE WITH THE SECURITIES ACTTERMS OF SUCH AGREEMENT. TERMS IN SUCH AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY AND A COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS LEGEND HAVE CERTIFICATE UPON RECEIPT BY THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE SECURITIES ACTSHAREHOLDER.”"

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of Each Global Certificate shall bear the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale face thereof: “THE SECURITIES EVIDENCED BY UNLESS THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE U.S. SECURITIES ACT OF 1933DEPOSITORY TRUST COMPANY, AS AMENDED A NEW YORK CORPORATION (THE ‘SECURITIES ACT’‘DTC’’), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND MAY NOT BE OFFERED OR SOLD (I) ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE UNITED STATES NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO U.S. PERSONS SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR ON BEHALF OF TO ANY U.S. PERSONPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER CEDE & CO., HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST HEREIN. 12 Table of Contents TRANSFERS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN THE SECURITIES REPRESENTED BY WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT CERTIFICATE SHALL BE CONDUCTED UNLESS LIMITED TO TRANSFERS MADE IN COMPLIANCE ACCORDANCE WITH THE SECURITIES ACT. TERMS RESTRICTIONS SET FORTH IN THIS LEGEND HAVE SECTION 3.05 OF THE MEANINGS GIVEN PASS THROUGH TRUST AGREEMENT REFERRED TO THEM BY REGULATIONS UNDER THE SECURITIES ACTHEREIN.”

Restrictive Legends. You are acquiring Except as otherwise permitted by this Section 8, each Warrant (including each Warrant issued upon the Shares for Your own account and not transfer of any Warrant) shall be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “"THIS WARRANT OR ANY SECURITIES ACQUIRED UPON THE SECURITIES EVIDENCED BY EXERCISE OF THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER WARRANT ARE "RESTRICTED SECURITIES" AS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’"). THEREFORE THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAW OF ANY STATE, AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OTHERWISE DISPOSED OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE PURCHASER EXERCISE OF THIS WARRANT ARE SUBJECT TO CERTAIN SIGNIFICANT RESTRICTIONS ON TRANSFER AND TO THE RIGHTS OF OTHER STOCKHOLDERS TO PURCHASE, OR COMPEL THE SALE OF, THIS WARRANT AND SUCH SECURITIES ON THE TERMS AND CONDITIONS SET FORTH IN THE COMPANY'S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND IN A CERTAIN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF DECEMBER 15, 2004, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO TRANSFER OF THIS WARRANT AND SUCH SECURITIES WILL BE VALID OR REGISTERED ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TERMS OF ANY RESTRICTIONS CONTAINED IN THIS WARRANT, SUCH SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND SUCH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT ARE COMPLIED WITH AND EVIDENCE OF SUCH COMPLIANCE IS SUBMITTED TO THE COMPANY." Except as otherwise permitted by this Section 8, each certificate for Class C Common Stock (or Other Securities) issued upon the exercise of any Warrant, and each certificate issued upon the transfer of any such Class C Common Stock (or Other Securities), shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN SIGNIFICANT RESTRICTIONS ON TRANSFER AND TO THE RIGHTS OF OTHER STOCKHOLDERS TO PURCHASE, OR COMPEL THE SALE OF, THIS WARRANT AND SUCH SECURITIES ON THE TERMS AND CONDITIONS SET FORTH IN THE COMPANY'S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND IN A CERTAIN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF DECEMBER 15, 2004, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO TRANSFER OF THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE WILL BE VALID OR REGISTERED ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TERMS OF ANY RESTRICTIONS CONTAINED IN SUCH TRANSACTION PROVIDES A CERTIFICATION SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND SUCH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT ARE COMPLIED WITH AND EVIDENCE OF SUCH COMPLIANCE IS SUBMITTED TO THE ISSUER THAT IT IS A NON-U.S. PERSONCOMPANY. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE NOT "RESTRICTED SECURITIES" AS DEFINED IN THE SECURITIES ACT OF 1933, AGREES THAT AS AMENDED (THE "SECURITIES ACT"). THEREFORE THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAW OF ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES STATE, AND MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTACT AND APPLICABLE STATE SECURITIES LAWS. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”"

Restrictive Legends. You are The Subscriber is acquiring the Shares for Your its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent The Subscriber consents to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A SUBSCRIPTION AGREEMENT, DATED AS OF SEPTEMBER ___, 2012 (THE ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE CORPORATION IS PARTY. A COPY OF THE SUBSCRIPTION AGREEMENT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE CORPORATION’S RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. You are acquiring Each certificate representing any of the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of shall bear legends substantially in the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF CAPITAL STOCK. THE CORPORATION SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE CORPORATION SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE CORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘“SECURITIES ACT’”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR ARE SUBJECT TO U.S. PERSONS BY OR RESTRICTIONS ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 TRANSFER UNDER THE SECURITIES ACT AND SUCH LAWS. THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES ACTCORPORATION RESERVES THE RIGHT PRIOR TO ANY SUCH TRANSACTION TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE FOREGOING RESTRICTIONS. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTThe legend set forth immediately above and any applicable stop transfer orders shall be removed, and the Company shall issue certificates without such legend, with respect to any of such securities with respect to which the Company has received an opinion from counsel to the applicable holder, in form and substance and from counsel reasonably satisfactory to the Company (which opinion shall be in addition to any opinion required to be provided pursuant to Section 3.4.4), to the effect that the subsequent transfer or other disposition of such securities shall not require registration under the Securities Act. The Company, at its discretion, may cause a stop transfer order to be placed with its transfer agent with respect to the securities represented by certificates that include the legend set forth immediately above.”

Restrictive Legends. You are The Subscriber is acquiring the Shares for Your its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent The Subscriber consents to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A SUBSCRIPTION AGREEMENT, DATED AS OF OCTOBER ___, 2012 (THE ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE CORPORATION IS PARTY. A COPY OF THE SUBSCRIPTION AGREEMENT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE CORPORATION’S RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent In addition to the placement of the following legend on the stock certificate(s) representing the restrictions set forth ------------------- in Section 4.12, no Preferred Shares until such time as the or Shares are eligible for sale under Rule 144(k) may be transferred without registration under the Securities Act and prior applicable state securities laws unless counsel to the registration for resale thereofCompany shall advise the Company that such transfer may be effected without such registration. Each certificate representing any of the foregoing shall bear legends in substantially the following form: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE REDEEMABLE AS PROVIDED IN THE CERTIFICATE OF DESIGNATION AND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S CLASS A COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF DESIGNATION. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES "1933 ACT’"), OR UNDER ANY APPLICABLE STATE LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE OFFERED SOLD, PLEDGED, TRANSFERRED OR SOLD (I) ASSIGNED EXCEPT IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION AND STATEMENT OR IN A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS TRANSACTION OTHERWISE IN COMPLIANCE WITH RULE 904 UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES ACT AND SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATECERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 30, AGREES THAT 1999, A COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S OF THE CORPORATION. ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT REQUEST SHOULD BE CONDUCTED UNLESS IN COMPLIANCE WITH ADDRESSED TO THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE SECRETARY OF THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCORPORATION.”

Restrictive Legends. You are acquiring In order to reflect the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) restrictions on ------------------- disposition of the Securities Act. You consent to the placement of the following legend on Shares, the stock certificate(s) certificates representing the Shares until such time as will be endorsed with the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoffollowing restrictive legends: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2000, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE RIGHTS, RIGHTS OF FIRST REFUSAL, AND MANDATORY SALE OBLIGATIONS EXERCISABLE BY TELLIUM, INC. AND ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO SUCH REPURCHASE RIGHTS, RIGHTS OF FIRST REFUSAL, AND MANDATORY SALE OBLIGATIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 1933 (THE ‘"ACT") OR STATE SECURITIES ACT’), LAWS AND NO TRANSFER OF THESE SECURITIES MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS MADE EXCEPT (A) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A WRITTEN SATISFACTORY OPINION FROM COUNSEL FOR THE ISSUER OR OF COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THAT SUCH TRANSFER IS EXEMPT FROM THE ISSUER HAS BEEN OBTAINED TO REQUIREMENTS OF THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”"

Restrictive Legends. You are acquiring In addition to any other legend required by the Shares for Your own account and not Company's Bye-laws or applicable law, each certificate representing Securities shall (unless otherwise permitted by the provisions of this Article VII) be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “"ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES ARE SUBJECT TO, THE TERMS AND CONDITIONS CONTAINED IN THE BYE-LAWS OF CGA GROUP, LTD. (THE "COMPANY"), THE INVESTMENT UNITS SUBSCRIPTION AGREEMENT AND THE SHAREHOLDERS AGREEMENT WHICH ARE AVAILABLE FOR EXAMINATION BY HOLDERS OF THESE SHARES AT THE REGISTERED OFFICE OF THE COMPANY. IN ADDITION TO THE FOREGOING RESTRICTIONS, THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 1933 (THE ‘"SECURITIES ACT’), ") OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION AND MAY NOT BE OFFERED TRANSFERRED, SOLD OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OTHERWISE DISPOSED OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT IS IN EFFECT UNDER THE SECURITIES ACT IS IN EFFECT AND ANY APPLICABLE SECURITIES LAWS WITH RESPECT THERETO TO SUCH SHARES OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM OF COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED COMPANY IS PROVIDED TO THE COMPANY TO THE EFFECT THAT NO REGISTRATIONS ARE REQUIRED UNDER SUCH REGISTRATION SECURITIES LAWS. THE PRIOR APPROVAL OF THE BERMUDA MONETARY AUTHORITY IS NOT REQUIRED AND (II) OUTSIDE THE UNITED STATESFOR ANY SALE, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDERASSIGNMENT, BY ACCEPTING AN INTEREST IN TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES CERTIFICATE PROVIDED THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION IS BETWEEN PERSONS WHO ARE DESIGNATED AS NON-RESIDENTS OF BERMUDA FOR THE SECURITIES PURPOSES OF THE EXCHANGE CONTROL ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT, 1972.”"

Restrictive Legends. You are acquiring The Renovation Shareholder acknowledges that the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Renovation Shareholder’s pro rata portion of the Kerrisdale Shares until such time as shall each conspicuously set forth on the Shares are eligible for sale under Rule 144(k) under face or back thereof a legend in substantially the Securities Act and prior following form, corresponding to the registration for resale thereofstockholder’s status as set forth in Section 3.4 and the signature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. 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 PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘“SECURITIES ACT’”), AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR SOLD (I) HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF PROVISIONS OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT REGULATION S PROMULGATED UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) ACT, PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”

Restrictive Legends. You are acquiring The Dynamic Ally Shareholder acknowledges that the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Dynamic Ally Shareholder’s pro rata portion of the Pubco Shares until such time as shall each conspicuously set forth on the Shares are eligible for sale under Rule 144(k) under face or back thereof a legend in substantially the Securities Act and prior following form, corresponding to the registration for resale thereofstockholder’s status as set forth in Section 3.4 and the signature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD (I) HYPOTHECATED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES UNDER SAID ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OR AN OPINION FROM OF COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT COMPANY THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE NOT REQUIRED.” SHARE EXCHANGE AGREEMENT REGULATION S LEGEND: “THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”

Restrictive Legends. You are The Subscriber is acquiring the Shares for Your its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent The Subscriber consents to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A SUBSCRIPTION AGREEMENT, DATED AS OF JULY ___, 2012 (THE ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE CORPORATION IS PARTY. A COPY OF THE SUBSCRIPTION AGREEMENT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE CORPORATION’S RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) The certificates representing the Shares until such time as and any securities of the Shares are eligible for sale Company issued with respect thereto shall be imprinted with legends in substantially the following forms restricting transfer except in compliance with the terms hereof and with applicable federal securities laws (in addition to any legend required under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: applicable state securities laws): “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR SOLD (I) OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE EFFECT COMPANY THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE NOT REQUIRED.” “THE UNITED STATES, UNLESS SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A 180-DAY LOCK-UP IN COMPLIANCE CONNECTION WITH RULE 904 UNDER AN INITIAL PUBLIC OFFERING AS SET FORTH IN AN AGREEMENT BETWEEN THE SECURITIES ACT ISSUER AND THE PURCHASER IN ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE BYLAWS OF THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCOMPANY.”

Restrictive Legends. You are acquiring the Shares for Your own account (1) The Subscriber understands and agrees that, although Regulation S does not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to expressly require the placement of the following a restrictive legend on the stock certificate(s) certificate representing the Shares until such time Shares, a legend will be placed on the Certificate noting the restrictions on transfer set forth in Subsection 10.1 of this Subscription Agreement in order to help ensure compliance with certain requirements of Regulation S that continue to apply during the applicable restricted period following the Closing. Such legend shall read substantially as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoffollows: “"THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’"), OR UNDER ANY STATE SECURITIES LAWS ("STATE LAWS") OR ANY SECURITIES LAWS OF JURISDICTIONS OUTSIDE OF THE UNITED STATES, AND MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED OR SOLD (I) OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY A "U.S. PERSON," AS THAT TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, UNLESS EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT COVERING THE SHARES, OR (2) UPON DELIVERY TO THE COMPANY OF AN OPINION OF U.S. COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE SHARES MAY BE TRANSFERRED WITHOUT REGISTRATION PURSUANT TO (A) RULE 144, RULE 144A, OR RULE 904 OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT OR (B) ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, IF (i) THE COMPANY HAS NOT FILED A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO ON OR BEFORE ___________, 1997 [insert the date which is 90 days after the Closing Date] WHICH COVERS THE SHARES, OR (Bii) PURSUANT TO AN EXEMPTION FROM SUCH A REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION STATEMENT IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 NOT DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDERON OR BEFORE __________, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE1997 [insert the date which is 180 days after the Closing Date], AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE SHALL THEREAFTER BE OF NO FURTHER FORCE OR EFFECT AND SHALL PROMPTLY BE REMOVED BY THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER COMPANY'S TRANSFER AGENT UPON REQUEST OF THE SECURITIES ACTHOLDER WITHOUT FURTHER AUTHORIZATION FROM THE COMPANY.”"

Restrictive Legends. You are The Subscriber is acquiring the Shares for Your its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent The Subscriber consents to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A SUBSCRIPTION AGREEMENT, DATED AS OF MAY ___, 2012 (THE ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE CORPORATION IS PARTY. A COPY OF THE SUBSCRIPTION AGREEMENT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE CORPORATION’S RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) Each certificate representing any of the Securities Act. You consent to the placement of shall bear substantially the following legend on legends (in addition to any legends required under applicable securities laws). In the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofCase of All Securities: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’"), AND . THE SECURITIES MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, HYPOTHECATED UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER COMPANY THAT IT IS A NON-U.S. PERSONSUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH AND THE HOLDER OF THE SECURITIES ACT. REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE TERMS IN THIS LEGEND HAVE OF A UNIT PURCHASE AGREEMENT BETWEEN THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER ORIGINAL PURCHASER AND THE SECURITIES ACT.”COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY)

Restrictive Legends. You are acquiring Each certificate evidencing the Shares for Your own account Securities which the Investor may acquire hereunder or under the Note and not with a view to their distribution within any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the meaning of Section 2(11) opinion of the Securities Act. You consent to counsel for the placement of Corporation) shall be imprinted with one or more legends substantially in the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘AMENDED, OR UNDER ANY STATE SECURITIES ACT’)LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR SOLD AN EXEMPTION FROM REGISTRATION IS AVAILABLE. OTHER THAN IN CONNECTION WITH TRANSFERS TO AFFILIATES (I) AS DEFINED IN THE UNITED STATES OR SHAREHOLDERS' AGREEMENT DATED AS OF JUNE 1, 1999 AMONG PARTIES INCLUDING THE ORIGINAL HOLDER HEREOF AND THE COMPANY (THE "SHAREHOLDERS' AGREEMENT")), THE HOLDER OF THESE SHARES MAY BE REQUIRED TO U.S. PERSONS BY OR ON BEHALF DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF ANY U.S. PERSON, UNLESS COUNSEL (AREASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) A TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS IN EFFECT AVAILABLE WITH RESPECT THERETO TO ANY TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR (B) PURSUANT QUALIFIED). THE COMPANY IS AUTHORIZED TO AN EXEMPTION FROM REGISTRATION ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND A RIGHTS OF EACH CLASS AND SERIES WILL BE PROVIDED TO EACH STOCKHOLDER WITHOUT CHARGE, UPON WRITTEN OPINION FROM COUNSEL FOR REQUEST. THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATECERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND ON VOTING RIGHTS AND OBLIGATIONS, TO WHICH ANY TRANSFEREE AGREES THAT ANY HEDGING TRANSACTION INVOLVING BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED AS OF JUNE 1, 1999. NO TRANSFER OF SUCH SECURITIES MAY NOT SHARES WILL BE CONDUCTED MADE ON THE BOOKS OF THE COMPANY UNLESS IN ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE SECURITIES ACTTERMS OF SUCH AGREEMENT AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN SUCH AGREEMENT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN COMPANY WILL MAIL A COPY OF SUCH AGREEMENT TO THEM BY REGULATIONS UNDER THE SECURITIES ACTHOLDER HEREOF WITHOUT CHARGE UPON THE COMPANY'S RECEIPT OF A WRITTEN REQUEST THEREFOR. The Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.”

Restrictive Legends. You are The Subscriber is acquiring the Shares for Your its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent The Subscriber consents to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A SUBSCRIPTION AGREEMENT, DATED AS OF FEBRUARY ___, 2011 (THE ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE CORPORATION IS PARTY. A COPY OF THE SUBSCRIPTION AGREEMENT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE CORPORATION’S RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. You are acquiring the Shares for Your own account and not Each Warrant, while it is a Restricted Security, shall be stamped or otherwise imprinted with a view to their distribution within legend in substantially the meaning following form: THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT") OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER PROVISIONS OF THE FEDERAL ACT AND ALL APPLICABLE STATE SECURITIES LAWS; AND IN THE CASE OF ANY EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE WARRANT OR THE OTHER SECURITIES. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY LISTED IN SCHEDULE A TO THIS WARRANT. Each certificate for Restricted Securities (unless at the time of Section 2(11) of issuance such Restricted Securities are registered under the Securities Act. You consent to ) other than a Warrant, and each certificate issued upon the placement transfer or exchange of any such certificate for Restricted Securities (except as otherwise permitted by this Section 4) shall be stamped or otherwise imprinted with a legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES "FEDERAL ACT’"), AND OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR SOLD (I) OTHERWISE DISPOSED OF IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREFROM UNDER PROVISIONS OF THE FEDERAL ACT AND A WRITTEN ALL APPLICABLE STATE SECURITIES LAWS; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION FROM OF COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT COMPANY THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY DOES NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTREQUIRE REGISTRATION OF THESE SECURITIES.”

Restrictive Legends. You (a) Each certificate evidencing shares of Series A Preferred Stock which are acquiring Restricted Securities and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the Shares for Your own account and not provisions of Section 6.3 hereof) be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘1933 OR ANY STATE SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONBLUE SKY LAWS. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SOLD OR TRANSFERRED IN COMPLIANCE WITH THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECURITIES ACTPURCHASE AGREEMENT DATED AS OF JULY 16, 2001, AMONG THE ISSUER HEREOF AND CERTAIN OTHER SIGNATORIES THERETO. THE TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER OF SUCH SECURITIES PURCHASE AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF THE SECURITIES PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER HEREOF TO THE HOLDER OF RECORD OF THIS CERTIFICATE UPON WRITTEN REQUEST. THE CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES OF SHARES. IN ACCORDANCE WITH SECTION 16-10a-625 OF THE UTAH REVISED BUSINESS CORPORATION ACT, UPON WRITTEN REQUEST BY THE SHAREHOLDER, THE CORPORATION WILL FURNISH, WITHOUT CHARGE, A SUMMARY OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS APPLICABLE TO EACH CLASS OF SHARES.”"

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent All Applicable Certificates issued pursuant to the placement of Agreement shall bear a legend to the following legend on effect (the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY Restrictive Legend”): THIS CERTIFICATE HAVE NOT BEEN REGISTERED IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED AMENDED); (THE ‘SECURITIES ACT’)2) AGREES THAT, AND MAY FOR SO LONG AS THIS CERTIFICATE IS OUTSTANDING, IT WILL NOT BE OFFERED RESELL OR SOLD OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED INSTITUTIONAL BUYER” (I) AS DEFINED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND TRANSFERRED A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED NOTICE SUBSTANTIALLY TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS OF THIS LEGEND. IN COMPLIANCE CONNECTION WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY ANY TRANSFER OF THIS CERTIFICATE, AGREES THE TRANSFEREE MUST COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2012-3C-O TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. INVESTORS SHOULD BE AWARE THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES THEY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REQUIRED TO BEAR THE SECURITIES ACT. TERMS IN FINANCIAL RISKS OF THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTINVESTMENT FOR AN INDEFINITE PERIOD OF TIME.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent In addition to the placement of the following legend on the stock certificate(s) representing the restrictions set forth in Section 4.12, no Preferred Shares until such time as the or Shares are eligible for sale under Rule 144(k) may be transferred without registration under the Securities Act and prior applicable state securities laws unless counsel to the registration for resale thereofCompany shall advise the Company that such transfer may be effected without such registration. Each certificate representing any of the foregoing shall bear legends in substantially the following form: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE REDEEMABLE AS PROVIDED IN THE CERTIFICATE OF DESIGNATION AND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S CLASS A COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF DESIGNATION. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES "1933 ACT’"), OR UNDER ANY APPLICABLE STATE LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE OFFERED SOLD, PLEDGED, TRANSFERRED OR SOLD (I) ASSIGNED EXCEPT IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION AND STATEMENT OR IN A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS TRANSACTION OTHERWISE IN COMPLIANCE WITH RULE 904 UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES ACT AND SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATECERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 30, AGREES THAT 1999, A COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S OF THE CORPORATION. ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT REQUEST SHOULD BE CONDUCTED UNLESS IN COMPLIANCE WITH ADDRESSED TO THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE SECRETARY OF THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCORPORATION.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) Each certificate representing any of the Securities Act. You consent to the placement of shall bear substantially the following legend on (in addition to any legends required under applicable securities laws). In the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofCase of All Securities: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’"), AND . THE SECURITIES MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, HYPOTHECATED UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER COMPANY THAT IT IS A NON-U.S. PERSONSUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH AND THE HOLDER OF THE SECURITIES ACT. REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE TERMS IN THIS LEGEND HAVE OF A PURCHASE AGREEMENT BETWEEN THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER ORIGINAL PURCHASER AND THE SECURITIES ACTCOMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY).”

Restrictive Legends. You are acquiring Global will stamp or imprint each certificate or other instrument representing shares of Stock, throughout the Shares for Your own account and not term of this Agreement, with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE ISSUANCE AND SALE OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD ASSIGNED (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM OF COUNSEL FOR THE ISSUER OR COUNSEL FOR SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT NO SUCH REGISTRATION IS NOT REQUIRED AND UNDER THE ACT OR STATE SECURITIES LAWS, OR (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH SOLD PURSUANT TO RULE 904 144 OR RULE 144A UNDER THE ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES ACT AND MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO SECURITIES. THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDERVOTING, BY ACCEPTING AN INTEREST IN SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES DATED AS OF SEPTEMBER 30, 2009, AMONG GLOBAL EMPLOYMENT HOLDINGS, INC. AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE SECURITIES ACT. TERMS IN HOLDER OF RECORD OF THIS LEGEND HAVE CERTIFICATE TO THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTSECRETARY OF GLOBAL EMPLOYMENT HOLDINGS, INC.”

Restrictive Legends. You are acquiring In order to reflect the restrictions on ------------------- disposition of the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on forfeiture restrictions, the stock certificate(s) certificates representing the Shares until such time as will be endorsed with the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoffollowing restrictive legends: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2001, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS AND ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 1933 (THE ‘"ACT") OR STATE SECURITIES ACT’), LAWS AND NO TRANSFER OF THESE SECURITIES MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS MADE EXCEPT (A) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A WRITTEN SATISFACTORY OPINION FROM COUNSEL FOR THE ISSUER OR OF COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THAT SUCH TRANSFER IS EXEMPT FROM THE ISSUER HAS BEEN OBTAINED TO REQUIREMENTS OF THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”"

Restrictive Legends. You are acquiring Each Global Certificate shall bear the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the ------------------- following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale face thereof: “THE SECURITIES EVIDENCED BY UNLESS THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE U.S. SECURITIES ACT OF 1933DEPOSITORY TRUST COMPANY, AS AMENDED A NEW YORK CORPORATION (THE ‘SECURITIES ACT’"DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND MAY NOT BE OFFERED OR SOLD (I) ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE UNITED STATES NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO U.S. PERSONS SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR ON BEHALF OF TO ANY U.S. PERSONPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER CEDE & CO., HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST HEREIN. TRANSFERS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN THE SECURITIES REPRESENTED BY WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT CERTIFICATE SHALL BE CONDUCTED UNLESS LIMITED TO TRANSFERS MADE IN COMPLIANCE ACCORDANCE WITH THE SECURITIES ACT. TERMS RESTRICTIONS SET FORTH IN THIS LEGEND HAVE SECTION 3.05 OF THE MEANINGS GIVEN PASS THROUGH TRUST AGREEMENT REFERRED TO THEM BY REGULATIONS UNDER THE SECURITIES ACTHEREIN.”

Restrictive Legends. You are acquiring It is understood that each certificate representing (i) the Shares, (ii) the Conversion Shares, and (iii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for Your own account and not the Company) shall be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legends substantially in the following forms (in addition to any legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “that may now or hereafter be required by applicable federal or state law): "THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘AMENDED, OR ANY STATE SECURITIES ACT’), AND LAWS. THEY MAY NOT BE OFFERED OFFERED, SOLD OR SOLD (I) OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO TO SUCH SECURITIES, THE AVAILABILITY OF CERTAIN EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS, OR (B) PURSUANT TO DELIVERY OF AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM OF COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING OF SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT. TERMS ACT OF 1933, AS AMENDED." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THIS LEGEND HAVE THAT CERTAIN RESTATED INVESTORS' RIGHTS AGREEMENT, AS AMENDED, AND THAT CERTAIN AMENDED AND RESTATED VOTING AGREEMENT, AS AMENDED, COPIES OF WHICH MAY BE OBTAINED BY THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER HOLDER, UPON REQUEST AND WITHOUT CHARGE, AT THE SECURITIES ACTPRINCIPAL OFFICE OF THE CORPORATION.”"

Restrictive Legends. You are acquiring The certificates evidencing the Shares for Your own account Parent Stock to be received by the Seller and/or the Members hereunder will bear legends substantially in the form set forth below and not with a view containing such other information as the Parent may deem appropriate. References in such legend to their distribution within the meaning of Section 2(11) of the Securities Act. You consent "THE COMPANY" shall refer to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “Parent. THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"1933 ACT") OR ANY STATE SECURITIES ACT’), OR BLUE SKY LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED SOLD, TRANSFERRED, PLEDGED OR SOLD (I) HYPOTHECATED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE 1933 ACT AND ANY STATE SECURITIES ACT IS OR BLUE SKY LAWS, UNLESS, IN EFFECT WITH RESPECT THERETO OR THE OPINION (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION WHICH SHALL BE IN FORM AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE SUBSTANCE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED COMPANY) OF COUNSEL SATISFACTORY TO THE EFFECT THAT NO COMPANY, SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE NOT REQUIRED. THESE SHARES ARE FURTHERMORE SUBJECT TO A LOCK-UP AGREEMENT CONTAINED IN SECTION 14 OF THAT CERTAIN ASSET PURCHASE AGREEMENT WITH THE UNITED STATESCOMPANY DATED AS OF _________________ PURSUANT TO WHICH THE HOLDER OF THIS CERTIFICATE HAS AGREED NOT TO OFFER, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDERPLEDGE, BY ACCEPTING AN INTEREST IN SELL OR OTHERWISE TRANSFER DIRECTLY OR INDIRECTLY THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE UNTIL ________________________. A COPY OF THE LOCK-UP AGREEMENT MAY BE OBTAINED BY CONTACTING THE SECRETARY OF THE COMPANY. In addition, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTsuch certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any state.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent All Applicable Certificates issued pursuant to the placement of Agreement shall bear a legend to the following legend on effect (the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY Restrictive Legend”): THIS CERTIFICATE HAVE NOT BEEN REGISTERED IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED Back INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED AMENDED); (THE ‘SECURITIES ACT’)2) AGREES THAT, AND MAY FOR SO LONG AS THIS CERTIFICATE IS OUTSTANDING, IT WILL NOT BE OFFERED RESELL OR SOLD OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED INSTITUTIONAL BUYER” (I) AS DEFINED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND TRANSFERRED A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED NOTICE SUBSTANTIALLY TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS OF THIS LEGEND. IN COMPLIANCE CONNECTION WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY ANY TRANSFER OF THIS CERTIFICATE, AGREES THE TRANSFEREE MUST COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2012-3C-O TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. INVESTORS SHOULD BE AWARE THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES THEY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REQUIRED TO BEAR THE SECURITIES ACT. TERMS IN FINANCIAL RISKS OF THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTINVESTMENT FOR AN INDEFINITE PERIOD OF TIME.”

Restrictive Legends. You are acquiring The certificate representing the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of Stock shall bear legends in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON , 200 , HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES “ACT’”), AND MAY NOT BE OFFERED SOLD OR SOLD (I) TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THEREUNDER.” “THE ISSUER RIGHT TO SELL, TRANSFER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN OTHERWISE DISPOSE OF OR PLEDGE THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A CERTAIN STOCKHOLDERS’ AGREEMENT. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT IS ON FILE AT THE CORPORATION’S PRINCIPAL PLACE OF BUSINESS.” “THE BYLAWS OF THE CORPORATION PROHIBIT (I) PERSONS WHO ARE MARKET PARTICIPANTS WITH RESPECT TO TRANSLINK TRANSMISSION COMPANY, AGREES LLC (“TRANSLINK”) (INCLUDING MEMBERS OF TRANSLINK AND THEIR AFFILIATES, COLLECTIVELY, “RESTRICTED PERSONS”) FROM HAVING THE ABILITY, BY CONTRACT OR OTHERWISE, TO DIRECT THE EXERCISE OF VOTING RIGHTS OF (COLLECTIVELY “VOTING”) MORE THAN 4.99% OF THE OUTSTANDING CLASS A COMMON STOCK OF THE CORPORATION DURING THE FIVE YEAR PERIOD AFTER THE OPERATIONS DATE, (II) CERTAIN CLASSES OF MARKET PARTICIPANTS DESCRIBED IN THE CORPORATION’S BYLAWS FROM VOTING IN THE AGGREGATE MORE THAN 15% OF THE OUTSTANDING CLASS A COMMON STOCK OF THE CORPORATION DURING SUCH FIVE YEAR PERIOD, (III) ANY RESTRICTED PERSON FROM VOTING ANY CLASS A COMMON STOCK OF THE CORPORATION AFTER THE DATE THAT IS FIVE YEARS FROM THE OPERATION’S DATE WITHOUT PRIOR FERC APPROVAL, (IV) ANY HEDGING TRANSACTION INVOLVING RESTRICTED PERSON THAT OWNS CLASS B COMMON STOCK FROM VOTING FOR IN EXCESS OF 4.99% OF THE TOTAL NUMBER OF DIRECTORS OF THE CORPORATION, (V) A CLASS OF MARKET PARTICIPANTS THAT OWNS CLASS B COMMON STOCK FROM VOTING FOR IN EXCESS OF 15% OF THE TOTAL NUMBER OF DIRECTORS OF THE CORPORATION, AND (VI) ANY RESTRICTED PERSON FROM OWNING, DIRECTLY OR INDIRECTLY, ANY CLASS C COMMON STOCK OF THE CORPORATION. ANY TRANSFER OR ATTEMPTED OR PURPORTED TRANSFER OF ANY SHARES OF CAPITAL STOCK OF THE CORPORATION IN VIOLATION OF THE FOREGOING PROHIBITION IS VOID, AND ANY PERSON WHO HOLDS CAPITAL STOCK OF THE CORPORATION IN VIOLATION OF THE FOREGOING PROHIBITION WILL FORFEIT SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE PERSON’S RIGHT TO RECEIVE DIVIDENDS AND TO VOTE WITH RESPECT TO SUCH CAPITAL STOCK. REFERENCE IS HEREBY MADE TO THE SECURITIES ACT. CORPORATION’S CERTIFICATE OF INCORPORATION AND BYLAWS FOR THE SPECIFIC TERMS IN THIS LEGEND HAVE OF THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTPROHIBITION.”

Restrictive Legends. You are acquiring Each certificate for the Shares Restricted Securities, and each certificate for Your own account and not any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Section 10.3 hereof) be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘1933 OR ANY STATE SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONBLUE SKY LAWS. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SOLD OR TRANSFERRED IN COMPLIANCE WITH THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECURITIES ACTPURCHASE AGREEMENT DATED AS OF DECEMBER ___, 1999, AMONG THE ISSUER HEREOF AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. TERMS IN UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, THE ISSUER HEREOF HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER LEGEND, FOR THE SECURITIES ACT.”REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD

Restrictive Legends. You are acquiring the Shares for Your own account Standby Purchaser understands and not with a view to their distribution within the meaning of Section 2(11) of agrees that the Securities Act. You consent will bear a legend substantially similar to the placement legend set forth below. The legend may be removed pursuant to Section 11(a)(iii) and Section 11(a)(iv) as provided above. The legend shall be removed upon the effectiveness of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior a registration statement filed pursuant to the registration for resale thereof: “Registration Rights Agreement. THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE ‘SECURITIES ACT’), AND REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS TRANSFERRED EXCEPT (A) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER SUCH REGISTRATION, OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 144 PROMULGATED UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDEROF 1933, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTAS AMENDED.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) Each certificate representing any of the Securities Act. You consent to the placement of shall bear substantially the following legend on (in addition to any legends required under applicable securities laws). In the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofCase of All Securities: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’"), AND . THE SECURITIES MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, HYPOTHECATED UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER COMPANY THAT IT IS A NON-U.S. PERSONSUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH AND THE HOLDER OF THE SECURITIES ACT. REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE TERMS IN THIS LEGEND HAVE OF A UNIT PURCHASE AGREEMENT BETWEEN THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER ORIGINAL PURCHASER AND THE SECURITIES ACT.”COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY)

Restrictive Legends. You (a) Each certificate evidencing shares of Series A Preferred Stock which are acquiring Restricted Securities and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the Shares for Your own account and not provisions of Section 7.3 hereof) be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘1933 OR ANY STATE SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONBLUE SKY LAWS. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SOLD OR TRANSFERRED IN COMPLIANCE WITH THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECURITIES ACTPURCHASE AGREEMENT DATED AS OF MARCH 25, 2003, AMONG THE ISSUER HEREOF AND CERTAIN OTHER SIGNATORIES THERETO. THE TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER OF SUCH SECURITIES PURCHASE AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF THE SECURITIES PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER HEREOF TO THE HOLDER OF RECORD OF THIS CERTIFICATE UPON WRITTEN REQUEST. THE CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES OF SHARES. IN ACCORDANCE WITH SECTION 16-10a-625 OF THE UTAH REVISED BUSINESS CORPORATION ACT, UPON WRITTEN REQUEST BY THE SHAREHOLDER, THE CORPORATION WILL FURNISH, WITHOUT CHARGE, A SUMMARY OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS APPLICABLE TO EACH CLASS OF SHARES.”"

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) In lieu of the Securities Act. You consent to the placement legend required by Article 7 of the following legend on Stockholders Agreement, each certificate evidencing shares of Class A Common acquired upon conversion of the stock certificate(sConvertible Note (or any Company securities issued with respect to such shares) representing the Shares shall, until such time as the Shares such shares are eligible for sale under Rule 144(k) under the Securities Act and prior no longer subject to the registration for resale provisions of the Stockholders Agreement in accordance with the provisions thereof, be stamped or otherwise imprinted with a legend in substantially the following form: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON OCTOBER 14, 1999, AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"ACT"), OR THE SECURITIES ACT’)LAWS OF ANY STATE, AND MAY NOT BE OFFERED SOLD OR SOLD (I) TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO APPLICABLE STATE LAW OR AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONTHEREUNDER. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF APRIL 21, AGREES THAT ANY HEDGING TRANSACTION INVOLVING 1999, BY AND AMONG THE ISSUER OF SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH (THE "COMPANY") AND CERTAIN OF THE COMPANY'S STOCKHOLDERS, AS AMENDED AND MODIFIED FROM TIME TO TIME. THE SECURITIES ACTREPRESENTED BY THIS CERTIFICATE BECAME SUBJECT TO SUCH STOCKHOLDERS AGREEMENT PURSUANT TO A JOINDER AND RIGHTS AGREEMENT DATED AS OF OCTOBER 14, 1999, BY AND AMONG THE COMPANY AND THE INITIAL HOLDER OF SUCH SECURITIES. TERMS IN THIS LEGEND HAVE A COPY OF EACH SUCH AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE MEANINGS GIVEN COMPANY TO THEM BY REGULATIONS UNDER THE SECURITIES ACTHOLDER HEREOF UPON WRITTEN REQUEST.”"

Restrictive Legends. You are acquiring In order to reflect the restrictions on disposition of the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on forfeiture restrictions, the stock certificate(s) certificates representing the Shares until such time as will be endorsed with the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoffollowing restrictive legends: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2001, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS, AND ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE RESTRICTED STOCK AGREEMENT ARE ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 1933 (THE ‘"ACT") OR STATE SECURITIES ACT’), LAWS AND NO TRANSFER OF THESE SECURITIES MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS MADE EXCEPT (A) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A WRITTEN SATISFACTORY OPINION FROM COUNSEL FOR THE ISSUER OR OF COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THAT SUCH TRANSFER IS EXEMPT FROM THE ISSUER HAS BEEN OBTAINED TO REQUIREMENTS OF THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”"

Restrictive Legends. You are The Subscriber is acquiring the Shares for Your its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent The Subscriber consents to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A SUBSCRIPTION AGREEMENT, DATED AS OF FEBRUARY 16, 2012 (THE ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE CORPORATION IS PARTY. A COPY OF THE SUBSCRIPTION AGREEMENT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE CORPORATION’S RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. You are acquiring (a) Each certificate representing the Holdings Shares for Your own account and not delivered to Buyer pursuant to this Agreement, shall (unless otherwise permitted by the provisions of this Section 13.11) be stamped or otherwise imprinted with a view to their distribution within legends in substantially the meaning of Section 2(11) of the Securities Act. You consent following form to the placement of the following legend on the stock certificate(sextent applicable (in addition to any legend(s) representing the Shares until such time as the Shares are eligible for sale required under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “any applicable stockholders or other agreement or applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES "ACT’"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED, OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, TRANSFERRED UNLESS (A1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH RESPECT THERETO APPLICABLE SECURITIES LAW OF ANY STATE OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OTHER JURISDICTION OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, IN EITHER CASE, SATISFACTORY TO THE UNITED STATESCORPORATION, UNLESS THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH RULE 904 UNDER APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATECERTIFICATE ARE ENTITLED TO CERTAIN RIGHTS AND SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A STOCKHOLDERS AGREEMENT, AGREES 54 49 DATED AS OF THE DATE THAT ANY HEDGING TRANSACTION INVOLVING THIS CERTIFICATE WAS ORIGINALLY ISSUED. HOLDINGS SHALL FURNISH WITHOUT CHARGE TO EACH SECURITY HOLDER WHO SO REQUESTS A COPY OF SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACTSTOCKHOLDERS AGREEMENT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTBuyer consents to Holdings' making a notation on its records and giving instructions to any transfer agent of the Holdings Shares in order to implement the restrictions on transfer described in this Section 13.11.”

Restrictive Legends. You are acquiring Each Priveco Stockholder acknowledges that the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing such Priveco Stockholder’s pro rata portion of the Exchange Shares until such time as shall each conspicuously set forth on the Shares are eligible for sale under Rule 144(k) under face or back thereof a legend in substantially the Securities Act and prior following form, corresponding to the registration for resale thereofstockholder’s status as set forth in Section 3.4 and the signature pages hereto: REGULATION D OR RULE 506(B)(2)(ii) LEGEND: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. 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 PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘“SECURITIES ACT’”), AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR SOLD (I) HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF PROVISIONS OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT REGULATION S PROMULGATED UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) ACT, PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”

Restrictive Legends. You are acquiring (a) All Stockholder Shares shall be issued and held in certificated form and each such certificate evidencing such Stockholders’ ownership of Stockholder Shares shall be stamped or otherwise imprinted with legends in substantially the Shares for Your own account and not with a view to their distribution within the meaning of following form (i) so long as Article FOURTH, Section 2(11) 3 of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofCharter is in effect: “THE SECURITIES EVIDENCED CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (THE “CHARTER”) INCLUDES, AMONG OTHER THINGS, TRANSFER RESTRICTIONS ON, AND OBLIGATIONS WITH RESPECT TO, THE COMMON STOCK AND THE PREFERRED STOCK OF THE CORPORATION. SO LONG AS IT IS IN EFFECT, THE CHARTER RESTRICTS TRANSFERS THAT WOULD RESULT IN THE NUMBER OF RECORD HOLDERS OF ANY CLASS OF CAPITAL STOCK OF THE CORPORATION EXCEEDING 450 HOLDERS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CHARTER, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS AND OBLIGATIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.” (ii) “THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (THE “CHARTER”) INCLUDES, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFERS. A COPY OF THE CHARTER WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (iii) “THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (THE “CHARTER”) INCLUDES, AMONG OTHER THINGS, TRANSFER RESTRICTIONS ON, AND OBLIGATIONS WITH RESPECT TO, THE COMMON STOCK AND THE PREFERRED STOCK OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, THE HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE MAY BE OBLIGATED TO TRANSFER SUCH HOLDER’S SHARES IN ACCORDANCE WITH THE CHARTER. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CHARTER, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS AND OBLIGATIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.” and (iv): “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘“SECURITIES ACT’”), AND OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR SOLD (I) OTHERWISE DISPOSED OF IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO U.S. PERSONS BY APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR ON BEHALF OTHER DISPOSITION OF ANY U.S. PERSON, UNLESS (A) THIS SECURITY IN A REGISTRATION STATEMENT TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE SUBJECT TO THE ISSUER HAS BEEN OBTAINED CORPORATION’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCORPORATION.”

Restrictive Legends. You are acquiring Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of the Shares for Your own account and not with a view to their distribution within or the meaning of Section 2(11) of the Securities Act. You consent Conversion Stock to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofeffect: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE ‘SECURITIES ACT’), LAWS OF ANY STATE AND MAY NOT BE OFFERED SOLD OR SOLD (I) IN THE UNITED STATES OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO LAWS OR (B) PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATECERTIFICATE ARE SUBJECT TO AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 19, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES 1999, AS MAY BE AMENDED FROM TIME TO TIME, AND SAID SHARES MAY NOT BE CONDUCTED UNLESS SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE ACCORDANCE WITH THE SECURITIES ACTTERMS OF SUCH AGREEMENT. TERMS IN SUCH AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMP ANY AND A COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS LEGEND HAVE CERTIFICATE UPON RECEIPT BY THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE SECURITIES ACTSHAREHOLDER.”"

Restrictive Legends. You are The Subscriber is acquiring the Shares for Your its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent The Subscriber consents to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A SUBSCRIPTION AGREEMENT, DATED AS OF APRIL___, 2012 (THE ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE CORPORATION IS PARTY. A COPY OF THE SUBSCRIPTION AGREEMENT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE CORPORATION’S RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. You are acquiring The Standby Purchasers and the Shares for Your own account Additional Standby Purchaser understand and not with agree that the Securities will bear a view legend substantially similar to their distribution within the meaning of Section 2(11) legend set forth below in addition to any other legend that may be required by applicable law or by any agreement between the Company and any of the Securities ActStandby Purchasers and the Additional Standby Purchaser. You consent The legend may be removed pursuant to Section 10(a)(iii) and Section 10(a)(iv) as provided above. The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “Registration Rights Agreement. THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE ‘SECURITIES ACT’), AND REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS TRANSFERRED EXCEPT (A) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER SUCH REGISTRATION, OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (IIC) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”SUCH

Restrictive Legends. You are acquiring Each instrument evidencing Common Stock held by ------------------- the Shares for Your own account and not Stockholder shall contain or otherwise be imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of suitable legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT, AND STATUTORY EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED SOLD, PLEDGED, ENCUMBERED, TRANSFERRED OR SOLD (I) ASSIGNED, EXCEPT IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT TRANSACTION WHICH IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION EXEMPT FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER; AND IN EACH CASE, ONLY IF THE PURCHASER IN COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT, AMONG OTHER MATTERS, SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE COMPLIES WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER , THE SECURITIES ACTEXCHANGE ACT OF 1934, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS CONTAINED IN THAT CERTAIN STOCKHOLDER AGREEMENT BETWEEN THE HOLDER OF THESE SHARES AND THE COMPANY, DATED APRIL 12, 2001, A COPY OF WHICH IS AVAILABLE FROM THE COMPANY.”

Restrictive Legends. You are acquiring Until otherwise permitted by Section 6.5 hereof, each certificate representing any of the Shares for Your own account and not with shall bear a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SALE, DISPOSITION OR OTHER TRANSFER OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS SPECIFIED IN THAT CERTAIN AMENDMENT TO SALES AND DISTRIBUTION AGREEMENT DATED AS OF JUNE 26, 1996, BETWEEN CENTOCOR, INC., CENTOCOR B.V. AND XXX XXXXX AND COMPANY, AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL THE CONDITIONS TO ANY TRANSFER WHICH ARE SET FORTH IN SUCH AGREEMENT HAVE BEEN SATISFIED. A COPY OF THE FORM OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE SECRETARY OF CENTOCOR, INC. AND MAY BE INSPECTED DURING NORMAL BUSINESS HOURS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’)AMENDED, AND MAY NOT BE OFFERED NOR HAVE ANY OF THEM BEEN REGISTERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT QUALIFIED UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONBLUE SKY LAWS OF ANY STATE. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES CERTIFICATE MAY NOT BE CONDUCTED UNLESS SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE ACT OF 1933, AS AMENDED, THE MEANINGS GIVEN TO THEM BY RULES AND REGULATIONS UNDER THE PROMULGATED THEREUNDER, AND APPLICABLE STATE SECURITIES ACTOR BLUE SKY LAWS AND REGULATIONS.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent In addition to the placement of the following legend on the stock certificate(s) representing the restrictions set forth in Section 5(f), no Shares, Conversion Shares until such time as the or Warrant Shares are eligible for sale under Rule 144(k) may be transferred without registration under the Securities Act and prior applicable state securities laws unless counsel reasonably acceptable to the registration for resale thereofCompany shall advise the Company that such transfer may be effected without such registration. Each certificate representing any of the foregoing shall bear legends in substantially the following form: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF INCORPORATION. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES "1933 ACT’"), OR UNDER ANY APPLICABLE STATE LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE OFFERED SOLD, PLEDGED, TRANSFERRED OR SOLD (I) ASSIGNED EXCEPT IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION AND STATEMENT OR IN A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS TRANSACTION OTHERWISE IN COMPLIANCE WITH RULE 904 UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES ACT AND SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATECERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF NOVEMBER 10, AGREES THAT 2000, A COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S OF THE COMPANY. ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT REQUEST SHOULD BE CONDUCTED UNLESS IN COMPLIANCE WITH ADDRESSED TO THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE SECRETARY OF THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCOMPANY.”

Restrictive Legends. You are acquiring (a) Each certificate representing Shares or Restricted Securities shall (unless otherwise permitted by the Shares for Your own account and not with a view to their distribution within the meaning provisions of Section 2(114.03 below) of be stamped or otherwise imprinted with legends in substantially the Securities Act. You consent following form to the placement of the following legend on the stock certificate(sextent applicable (in addition to any legend(s) representing the Shares until such time as the Shares are eligible for sale required under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “applicable state securities laws): THE SALE AND ISSUANCE OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES "ACT’"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED, OR SOLD TRANSFERRED UNLESS (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION TRANSFER IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE APPLICABLE SECURITIES ACTLAWS OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, IN EITHER CASE, SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES ARE RESTRICTED PURSUANT TO THE TERMS IN OF A STOCKHOLDERS' AGREEMENT DATED DECEMBER 21, 2000, AMONG THE CORPORATION, THE HOLDER OF THIS LEGEND HAVE CERTIFICATE AND CERTAIN OTHER PERSONS. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE MEANINGS GIVEN HOLDER OF RECORD OF THIS CERTIFICATE TO THEM BY REGULATIONS UNDER THE SECURITIES ACTSECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11(a) of the Securities Act. You consent Subject to the placement of next succeeding paragraph and to Section 4.03, unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case as provided for in the Registration Rights Agreement, each Global Certificate and each Definitive Certificate shall bear a legend to the following legend effect (the “Restricted Legend”) on the stock certificate(s) representing face thereof, unless the Shares until such time as Company and the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofTrustee determine otherwise consistent with applicable law: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE IS SUBJECT TO TRANSFER RESTRICTIONS. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘“SECURITIES ACT’)”) OR ANY STATE SECURITIES LAWS. FOR SO LONG AS IT IS OUTSTANDING, AND THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD (I) IN WITHIN THE UNITED STATES OR TO U.S. TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY OR ON BEHALF OF ANY U.S. PERSONITS ACQUISITION HEREOF, UNLESS THE HOLDER (A1) REPRESENTS THAT IT IS A REGISTRATION STATEMENT “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ACT); (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (3) AGREES THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE TRUSTEE SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS IN EFFECT WITH RESPECT THERETO OR (B) BEING MADE PURSUANT TO AN EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER REQUIREMENTS OF THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A CERTIFICATION NOTICE SUBSTANTIALLY TO THE ISSUER THAT IT IS A NON-U.S. PERSONEFFECT OF THIS LEGEND. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, AGREES THAT THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS TRANSFER OF THIS CERTIFICATE IN COMPLIANCE WITH VIOLATION OF THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTFOREGOING RESTRICTIONS.”

Restrictive Legends. You are acquiring the Each certificate representing any Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of or Conversion Shares shall bear legends in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF INCORPORATION. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES "1933 ACT’"), OR UNDER ANY APPLICABLE STATE LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE OFFERED SOLD, PLEDGED, TRANSFERRED OR SOLD (I) ASSIGNED EXCEPT IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM EFFECTIVE REGISTRATION AND STATEMENT OR IN A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS TRANSACTION OTHERWISE IN COMPLIANCE WITH RULE 904 UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES ACT AND SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATECERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF FEBRUARY 14, AGREES THAT 2002, A COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S OF THE COMPANY. ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT REQUEST SHOULD BE CONDUCTED UNLESS IN COMPLIANCE WITH ADDRESSED TO THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE SECRETARY OF THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCOMPANY.”

Restrictive Legends. You are acquiring Each certificate evidencing the Shares for Your own account which the Investor may acquire hereunder and not with a view to their distribution within any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the meaning of Section 2(11) opinion of the Securities Act. You consent to counsel for the placement of Corporation) shall be imprinted with one or more legends substantially in the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘AMENDED, OR UNDER ANY STATE SECURITIES ACT’)LAWS, AND MAY NOT BE OFFERED AND SOLD ONLY IF SO REGISTERED OR SOLD AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (IREASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) IN TO THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A EFFECT THAT AN EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS IN EFFECT AVAILABLE WITH RESPECT THERETO TO ANY TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR (B) PURSUANT QUALIFIED). THE COMPANY IS AUTHORIZED TO AN EXEMPTION FROM REGISTRATION ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND A RIGHTS OF EACH CLASS AND SERIES WILL BE PROVIDED TO EACH STOCKHOLDER WITHOUT CHARGE, UPON WRITTEN OPINION FROM COUNSEL FOR REQUEST. THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATECERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TO WHICH ANY TRANSFEREE AGREES BY HIS ACCEPTANCE HEREOF, AGREES THAT ANY HEDGING TRANSACTION INVOLVING AS SET FORTH IN THE STOCK PURCHASE AGREEMENT, DATED AS OF JANUARY 20, 2000. NO TRANSFER OF SUCH SECURITIES MAY NOT SHARES WILL BE CONDUCTED MADE ON THE BOOKS OF THE COMPANY UNLESS IN ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE SECURITIES ACTTERMS OF SUCH AGREEMENT AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN SUCH AGREEMENT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN COMPANY WILL MAIL A COPY OF SUCH AGREEMENT TO THEM BY REGULATIONS UNDER THE SECURITIES ACTHOLDER HEREOF WITHOUT CHARGE UPON THE COMPANY'S RECEIPT OF A WRITTEN REQUEST THEREFOR. The Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.”

Restrictive Legends. You are acquiring the (i) Unless and until otherwise permitted by this Section 3, each certificate for Warrant Shares for Your own account and not issued to you or your nominee, or to any subsequent transferee of such certificate, shall be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “"THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’)AMENDED, AND THUS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OTHERWISE DISPOSED OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO VALUERICH, INC., A DELAWARE CORPORATION (THE "CORPORATION"), IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO AN EXEMPTION FROM SUCH REGISTRATION IS REQUIRED AVAILABLE. FURTHER, SUCH TRANSFER IS SUBJECT TO THE CONDITIONS SPECIFIED IN A WARRANT DATED AS OF ___________,200__ PURSUANT TO WHICH SUCH SHARES WERE ISSUED AND (II) OUTSIDE SOLD OR OTHERWISE TRANSFERRED BY THE UNITED STATESCORPORATION, UNLESS IN COMPLIANCE WITH RULE 904 A COPY OF WHICH WARRANT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE CORPORATION. A COPY OF SUCH WARRANT WILL BE FURNISHED BY THE CORPORATION TO THE HOLDER HEREOF UPON REQUEST AND WITHOUT CHARGE. UNDER THE SECURITIES ACT AND THE PURCHASER CERTAIN CIRCUMSTANCES SPECIFIED IN SUCH TRANSACTION PROVIDES A CERTIFICATION WARRANT, THE CORPORATION HAS AGREED TO DELIVER TO THE ISSUER THAT IT IS HOLDER HEREOF A NON-U.S. PERSON. EACH BENEFICIAL HOLDERNEW CERTIFICATE, BY ACCEPTING AN INTEREST NOT BEARING THIS LEGEND, FOR ALL OR PART OF THE NUMBER OF SHARES EVIDENCED HEREBY, AS THE CASE MAY BE, REGISTERED IN THE NAME OF SUCH HOLDER OR DESIGNATED NOMINEE." In the case where this Warrant was issued and is held pursuant to Regulation S under the Securities Act, each certificate for Warrant Shares issued to you or your nominee, or to any subsequent transferee of such certificate, shall also be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER IN COMPLIANCE ACCORDANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACTACT OF 1933, AS AMENDED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WHICH IS NOT IN ACCORDANCE WITH THE TERMS OF REGULATION S SHALL BE VOID AND MAY BE SET ASIDE BY THE CORPORATION.”

Restrictive Legends. You are acquiring The Top Favour Shareholder acknowledges that the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Top Favour Shareholder’s pro rata portion of the Ableauctions Shares until such time as shall each conspicuously set forth on the Shares are eligible for sale under Rule 144(k) under face or back thereof a legend in substantially either of the Securities Act and prior two following forms, corresponding to the registration for resale thereofshareholder’s status as set forth in Section 3.4 and the signature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD (I) HYPOTHECATED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES UNDER SAID ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OR AN OPINION FROM OF COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT COMPANY THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE NOT REQUIRED.” REGULATION S LEGEND: “THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”” SHARE EXCHANGE AGREEMENT

Restrictive Legends. You are acquiring In addition to all other legends that the Company or its legal counsel consider appropriate under applicable securities laws, the certificates representing any Shares, whether Vested Shares for Your own account and not with a view or Unvested Shares, purchased pursuant to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of this Agreement shall bear substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoflegend: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY SECURITIES ISSUABLE WITH RESPECT TO ANY RIGHT CONNECTED HEREWITH) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AND THE ‘RULES AND REGULATIONS PROMULGATED THEREUNDER. IN ADDITION ANY TRANSFEREE OR ISSUEE OF SUCH SECURITIES ACT’)MAY BE REQUIRED TO PROVIDE APPROPRIATE INVESTMENT REPRESENTATIONS PRIOR TO ANY SUCH TRANSFER OR ISSUANCE. ANY TRANSFER OR DISPOSITION WITHOUT THE APPROVAL OF THE ISSUER’S 2008 STOCK INCENTIVE PLAN ADMINISTRATOR IS VOID AND OF NO FORCE OR EFFECT WHATSOEVER. Until such time as the Company’s Repurchase Rights terminate pursuant to Section 3.6, AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF the stock certificates for the Shares purchased pursuant to this Agreement shall be endorsed with substantially the following legend: ANY DISPOSITION OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATECERTIFICATE (INCLUDING ANY SECURITIES ISSUABLE WITH RESPECT TO ANY RIGHT CONNECTED HEREWITH) IS SUBJECT TO RESTRICTIONS, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH AND THE SECURITIES ACTREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE RIGHTS, RIGHTS OF RESCISSION AND OTHER RIGHTS CONTAINED IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE REGISTERED HOLDER (OR HIS PREDECESSOR IN INTEREST) AND THE CORPORATION. TERMS THESE SECURITIES ARE NOT TRANSFERABLE EXCEPT BY WILL OR PURSUANT TO THE LAWS OF DESCENT AND DISTRIBUTION, OR AS EXPRESSLY PERMITTED IN THE RESTRICTED STOCK PURCHASE AGREEMENT AND THE PLAN AS DEFINED THEREIN. A COPY OF SUCH AGREEMENT AND SUCH PLAN ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY, AND A COPY THEREOF WILL BE MAILED TO ANY HOLDER OF THIS LEGEND HAVE CERTIFICATE WITHOUT CHARGE WITHIN 5 DAYS OF RECEIPT BY THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCORPORATION OF A WRITTEN REQUEST THEREFOR. 7 Stop-Transfer Notices. Purchaser understands and agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.”

Restrictive Legends. You are acquiring Unless and until otherwise permitted by this ARTICLE IV, each certificate for the Shares Warrant issued under this Agreement, each certificate for Your own account any Warrants issued to any subsequent transferees of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant and not each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “"THE TRANSFER OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF SEPTEMBER 17, 2001 (THE "WARRANT AGREEMENT"), BETWEEN METROMEDIA FIBER Bechtel Warrant Agreement NETWORK, INC., A DELAWARE CORPORATION (THE "ISSUER"), AND XXXXXXX CORPORATION AS MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH RESTRICTIONS HAVE LAPSED OR BEEN FULFILLED, RELEASED OR WAIVED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘AMENDED, OR APPLICABLE STATE SECURITIES ACT’)LAWS, AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSONACCORDINGLY, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTLAWS OR APPLICABLE EXEMPTIONS THEREFROM.”"

Restrictive Legends. You are acquiring Each certificate for the Shares Restricted Securities, and each certificate for Your own account and not any such securities issued to subsequent transferees of any such certificate, shall (unless otherwise permitted by the provisions of Section 10.3 hereof) be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “------------------------------------------------------------ --------------------------------------------------------- THE SECURITIES INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED NEITHER THIS CERTIFICATE NOR THE SHARES EVIDENCED BY TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. TO THE EXTENT PROVIDED IN THE SECURITIES PURCHASE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR THE SECURITIES AGREEMENT DATED OCTOBER 2, 2006, AMONG BELL LAWS OF ANY STATE. NEITHER THIS CERTIFICATE NOX XXE MICROPRODUCTS INC., THE TEACHERS' RETIREMENT SYSTEM OF SHARES EVIDENCED BY THIS CERTIFICATE MAY BE SOLD, ALABAMA AND THE EMPLOYEES' RETIREMENT SYSTEM OF ALABAMA TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE (THE ‘"SECURITIES ACT’PURCHASE AGREEMENT"). THIS NOTE MAY OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN ADDITION, THE TRANSFER OF BOTH THIS CERTIFICATE AND THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS TO THE CONDITIONS SPECIFIED IN ARTICLE 10 OF THE SUBJECT TO THE CONDITIONS SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT DATED OCTOBER 2, 2006 SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF THIS NOTE AMONG BELL MICROPRODUCTS INC., THE TEACHERS' SHALL BE VALID OR EFFECTIVE UNXXX SUCH CONDITIONS HAVE RETIREMENT SYSTEM OF ALABAMA AND THE EMPLOYEES' BEEN FULFILLED. A COPY OF THE SECURITIES PURCHASE RETIREMENT SYSTEM OF ALABAMA (THE "SECURITIES AGREEMENT IS ON FILE AND MAY NOT BE OFFERED INSPECTED AT THE PURCHASE AGREEMENT"). NO TRANSFER OF THIS PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF CERTIFICATE OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT EVIDENCED BY THIS THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AGREES TO BE CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH BOUND BY THE PROVISIONS OF THE SECURITIES PURCHASE CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE AGREEMENT. SECURITIES PURCHASE AGREEMENT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION ON FILE AND A WRITTEN OPINION FROM COUNSEL FOR MAY BE INSPECTED AT THE ISSUER OR COUNSEL FOR PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDEROF THIS CERTIFICATE, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY ACCEPTANCE OF THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT TO BE CONDUCTED UNLESS IN COMPLIANCE WITH BOUND BY THE PROVISIONS OF THE SECURITIES ACTPURCHASE AGREEMENT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”------------------------------------------------------------ ---------------------------------------------------------

Restrictive Legends. You are The Subscriber is acquiring the Shares for Your its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent The Subscriber consents to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A SUBSCRIPTION AGREEMENT, DATED AS OF AUGUST ___, 2012 (THE ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE CORPORATION IS PARTY. A COPY OF THE SUBSCRIPTION AGREEMENT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE CORPORATION’S RECEIPT OF A WRITTEN REQUEST THEREFOR.”

Restrictive Legends. You are acquiring Each instrument evidencing Common Stock held ------------------- by the Shares for Your own account and not Stockholder shall contain or otherwise be imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of suitable legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘"SECURITIES ACT’"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT, AND STATUTORY EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED SOLD, PLEDGED, ENCUMBERED, TRANSFERRED OR SOLD (I) ASSIGNED, EXCEPT IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT TRANSACTION WHICH IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION EXEMPT FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER; AND IN EACH CASE, ONLY IF THE PURCHASER IN COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT, AMONG OTHER MATTERS, SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE COMPLIES WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER , THE SECURITIES ACTEXCHANGE ACT OF 1934, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS CONTAINED IN THAT CERTAIN STOCKHOLDER AGREEMENT BETWEEN THE HOLDER OF THESE SHARES AND THE COMPANY, DATED APRIL 12, 2001, A COPY OF WHICH IS AVAILABLE FROM THE COMPANY.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Each certificate representing Registrable Securities Act. You consent to the placement of shall bear substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale (in addition to any legends required under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “applicable securities laws): "THE SECURITIES EVIDENCED SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES "ACT’"), OR ANY OTHER SECURITIES LAWS, AND HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION UNDER THE ACT CONTAINED IN REGULATION S UNDER THE ACT. NO OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION (COLLECTIVELY, A "DISPOSAL") OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD MADE: (IA) IN THE UNITED STATES OR TO TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY "U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, PERSON (AS DEFINED IN REGULATION S) UNLESS (AI) A REGISTRATION STATEMENT REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR BLUE SKY LAWS OR (BII) PURSUANT TO AN EXEMPTION EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS ARE AVAILABLE AND CANARGO ENERGY CORPORATION (THE "COMPANY") RECEIVES A WRITTEN OPINION FROM OF UNITED STATES LEGAL COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER HAS BEEN OBTAINED IT TO THE EFFECT THAT NO SUCH DISPOSAL IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS; AND (B) OUTSIDE OF THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF A PERSON WHO IS REQUIRED NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S) UNLESS (I) THE BENEFICIAL OWNER OF SUCH SHARES AND THE PROPOSED TRANSFEREE SUBMIT CERTAIN CERTIFICATIONS TO THE COMPANY AND (II) OUTSIDE THE COMPANY RECEIVES A WRITTEN OPINION OF UNITED STATES, UNLESS STATES LEGAL COUNSEL IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT FORM AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION SUBSTANCE SATISFACTORY TO IT TO THE ISSUER EFFECT THAT IT SUCH DISPOSAL IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN EXEMPT FROM THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”" The legend contained in this Section 8 shall be removed from a certificate in connection with any sale in compliance with the terms of this Agreement and pursuant to the registration statement filed with the SEC, but shall not be removed in any other circumstance without CanArgo's prior written consent.

Restrictive Legends. You are acquiring The Stockholder and the Shares for Your own account and not with a view to their distribution within Seller agrees that the meaning of Section 2(11) certificates representing the Purchaser Common Stock received as Acquisition Consideration hereunder may have appropriate orders restricting transfer placed against them on the records of the Securities Act. You consent to the placement of transfer agent, and may have placed upon them the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereoflegend: “"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A SHARES REPRESENTED HEREBY WERE ACQUIRED WITHOUT REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OF 1933 OR (B) UNDER ANY STATE SECURITIES LAW, BUT PURSUANT TO AN EXEMPTION EXEMPTIONS FROM SAID REGISTRATION. THESE SHARES ARE SUBJECT TO A RESTRICTED STOCK AGREEMENT AND REGISTRATION AND A WRITTEN OPINION FROM RIGHTS AGREEMENT DATED AS OF FEBRUARY 12, 1998, AS AMENDED. THESE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SAID REGISTRATION, OR THE AVAILABILITY OF EXEMPTIONS THEREFROM. FURTHERMORE, NO OFFER, SALE, PLEDGE, HYPOTHECATION OR TRANSFER SHALL TAKE PLACE WITHOUT SUBMITTING TO THE COMPANY EVIDENCE REASONABLY ACCEPTABLE TO COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED COMPANY TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION DOES NOT VIOLATE THE RESTRICTIONS SET FORTH HEREIN. THE COMPANY'S TRANSFER AGENT HAS BEEN INSTRUCTED TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST EFFECT TRANSFERS OF THESE SHARES ONLY IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTTHESE RESTRICTIONS.”" The Stockholder and the Seller agree not to attempt to transfer shares of Purchaser Common Stock without first complying with (i) the substance of the foregoing legend and (ii) the terms of the Restricted Stock Agreement.

Restrictive Legends. You are acquiring Until otherwise permitted by Section 6.5 ------------------- hereof, each certificate representing any of the Shares for Your own account and not with shall bear a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “THE SALE, DISPOSITION OR OTHER TRANSFER OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS SPECIFIED IN THAT CERTAIN AMENDMENT TO SALES AND DISTRIBUTION AGREEMENT DATED AS OF JUNE 26, 1996, BETWEEN CENTOCOR, INC., CENTOCOR B.V. AND XXX XXXXX AND COMPANY, AS THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL THE CONDITIONS TO ANY TRANSFER WHICH ARE SET FORTH IN SUCH AGREEMENT HAVE BEEN SATISFIED. A COPY OF THE FORM OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE SECRETARY OF CENTOCOR, INC. AND MAY BE INSPECTED DURING NORMAL BUSINESS HOURS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’)AMENDED, AND MAY NOT BE OFFERED NOR HAVE ANY OF THEM BEEN REGISTERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT QUALIFIED UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSONBLUE SKY LAWS OF ANY STATE. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES CERTIFICATE MAY NOT BE CONDUCTED UNLESS SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE ACT OF 1933, AS AMENDED, THE MEANINGS GIVEN TO THEM BY RULES AND REGULATIONS UNDER THE PROMULGATED THEREUNDER, AND APPLICABLE STATE SECURITIES ACTOR BLUE SKY LAWS AND REGULATIONS.”

Restrictive Legends. You are acquiring Unless and until otherwise permitted by this Article IV, each certificate for the Shares Warrants issued under this Agreement, each certificate for Your own account any Warrants issued to any subsequent transferees of any such certificate, each certificate for any Warrant Stock issued upon exercise of any Warrant and not each certificate for any Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofform: “Warrant Agreement ----------------- "THE TRANSFER OF THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF SEPTEMBER 30, 2002 (THE "WARRANT AGREEMENT") BETWEEN CHART INDUSTRIES, INC., A DELAWARE CORPORATION (THE "ISSUER"), AND THE HOLDERS PARTY THERETO FROM TIME TO TIME AS MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH RESTRICTIONS HAVE LAPSED OR BEEN FULFILLED, RELEASED OR WAIVED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘AMENDED, OR APPLICABLE STATE SECURITIES ACT’)LAWS, AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSONACCORDINGLY, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTLAWS OR APPLICABLE EXEMPTIONS THEREFROM.”"

Restrictive Legends. You are acquiring (a) Each certificate representing (i) the Shares, (ii) the Conversion Shares and (iii) any other securities issued in respect of the Shares for Your own account and not or the Conversion Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 1.4 below) be stamped or otherwise imprinted with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of legend in substantially the following form (in addition to any legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale required under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “applicable state securities laws): THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD (I) HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF ABSENCE OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) UNDER SUCH ACT UNLESS SOLD PURSUANT TO AN EXEMPTION RULE 144 OF SUCH ACT OR UNLESS THE SALE IS OTHERWISE EXEMPT FROM REGISTRATION AND REGISTRATION. UNLESS SUCH SHARES ARE SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT, THE COMPANY MAY REQUEST A WRITTEN OPINION FROM OF COUNSEL, WHICH OPINION AND COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ARE ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED COMPANY, TO THE EFFECT THAT NO SUCH REGISTRATION IS NOT REQUIRED AND (II) OUTSIDE THE UNITED STATESIN CONNECTION WITH ANY SUCH SALE, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION PLEDGE OR HYPOTHECATION OR OTHER TRANSFER. THIS CERTIFICATE MUST BE SURRENDERED TO THE ISSUER THAT IT IS COMPANY OR ITS TRANSFER AGENT AS A NON-U.S. PERSON. EACH BENEFICIAL HOLDERCONDITION PRECEDENT TO THE SALE, BY ACCEPTING AN PLEDGE, HYPOTHECATION OR OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE A COPY OF WHICH IS ON FILE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE SECRETARY OF THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCOMPANY.”

Restrictive Legends. You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning The following legends, or words of Section 2(11) of the Securities Act. You consent to the placement of the following legend similar ------------------- effect, shall be stamped or otherwise imprinted on the stock certificate(s) representing certificate or certificates evidencing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereofShares: “TRANSFER RESTRICTED ------------------- THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. FEDERAL AND STATE SECURITIES ACT LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF 1933THE FEDERAL AND STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS AMENDED TO WHICH THE ISSUER HAS RECEIVED SUCH ASSURANCES AS THE ISSUER MAY REQUEST, WHICH MAY INCLUDE A SATISFACTORY OPINION OF ITS COUNSEL. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN (1) AN AGREEMENT DATED AS OF SEPTEMBER 1, 1995 (THE ‘SECURITIES ACT’"SHAREHOLDERS' AGREEMENT") AMONG THE COMPANY AND THE SHAREHOLDERS (AS DEFINED THEREIN), AS AMENDED, AND (2) A STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 26, 1997 (THE "SERIES F AGREEMENT"), AND MAY NOT BE OFFERED SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR SOLD (I) OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE UNITED STATES OR TO U.S. PERSONS BY OR SHAREHOLDERS' AGREEMENT AND THE SERIES F AGREEMENT. A COPY OF THESE AGREEMENTS IS ON BEHALF FILE AT THE OFFICES OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION COMPANY AND A MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE REQUEST TO THE ISSUER HAS BEEN OBTAINED TO PRESIDENT OF THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACTCOMPANY.”

Restrictive Legends. You are The Subscriber is acquiring the Shares for Your its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent The Subscriber consents to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS REGULATION S UNDER THE SECURITIES ACT.” “TRANSFER OF SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF A SUBSCRIPTION AGREEMENT, DATED AS OF SEPTEMBER ___, 2010 (THE ‘SUBSCRIPTION AGREEMENT’), TO WHICH THE CORPORATION IS PARTY. A COPY OF THE SUBSCRIPTION AGREEMENT WILL BE FURNISHED TO ANY STOCKHOLDER UPON WRITTEN REQUEST, AND WITHOUT CHARGE, WITHIN FIVE (5) DAYS AFTER THE CORPORATION’S RECEIPT OF A WRITTEN REQUEST THEREFOR.”