Common use of Additional Restrictions on Transfer Clause in Contracts

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF , 2006, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer.

Additional Restrictions on Transfer. (ai) The certificates All shares of Executive Stock are subject to the restrictions on Transfer set forth in the Investor Rights Agreement. (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 6, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER ANY STATE SECURITIES LAWS AND MAY JUNE NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY ORIGINAL HOLDER HEREOF DATED AS OF JUNE 6, 20062002, AS AMENDED AND MODIFIED FROM TIME TO TIME AND THE INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (biii) No Except for transfers to Permitted Transferees, no holder of Option Shares Executive Stock may sell, transfer or dispose of any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) of counsel experienced in federal securities laws matters that registration under the 1933 Act is not required under the Securities Act or any applicable state securities laws in connection with such transfer.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF MARCH 3, 2006, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares Executive Stock will bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF FEBRUARY 22, 1993, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY XXXX XXXXXXXXXX DATED AS OF FEBRUARY 22, 2006, 1993. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Executive Stock may sell, transfer or dispose of any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Stock agrees not to effect any public sale or distribution of any Executive Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (ai) The certificates All Shares are subject to the restrictions on Transfer set forth in the Investor Rights Agreement (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Option Shares will shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON NOVEMBER 17, 2009, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY ORIGINAL HOLDER HEREOF DATED AS OF NOVEMBER 17, 20062009, AS AMENDED AND MODIFIED FROM TIME TO TIME, AND THE INVESTOR RIGHTS AGREEMENT, DATED AS OF JUNE 6, 2002, BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30Except for transfers to permitted Transferees, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No no holder of Option Purchaser Shares may sell, transfer or dispose of any Option Purchaser Shares (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) of counsel experienced in federal securities laws matters that registration under the 1933 Act is not required under the Securities Act or any applicable state securities laws in connection with such transfer.

Additional Restrictions on Transfer. (ai) Until the fifth anniversary of the date hereof, Executive shall not Transfer any Executive Stock except (A) to a Permitted Transferee in compliance with the provisions of Section 2D of the Investor Rights Agreement or (B) the sale of Coinvest Shares in a registered public offering effected pursuant to Section 10 of the Investor Rights Agreement. The restrictions set forth in this Section 8(i) shall terminate upon the consummation of a Change in Control. (ii) All Executive Stock is subject to the additional restrictions on Transfer set forth in the Investor Rights Agreement. (iii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificates representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 5, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY ORIGINAL HOLDER HEREOF DATED AS OF APRIL 5, 20062000, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer."

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 30, 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY XXXXXX X. XXXXXXXX DATED AS OF JUNE 30, 20061995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Executive Stock may sell, transfer or dispose of any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Stock agrees not to effect any public sale or distribution of any Executive Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Executive Stock shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON DECEMBER 22, 2003, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION A MANAGEMENT EQUITY AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY ITS EMPLOYEES DATED AS OF DECEMBER 22, 20062003, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” ” (b) The certificates representing Incentive Shares to be purchased by any Executive shall bear the following additional legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT FOR A PERIOD OF TIME TO A STOCKHOLDERS PURCHASE OPTION OF THE COMPANY APPLICABLE TO “INCENTIVE SHARES” AS DESCRIBED IN THE MANAGEMENT EQUITY AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG BETWEEN THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERSITS EMPLOYEES DATED AS OF DECEMBER 22, 2003, AS SUCH AGREEMENT MAY BE AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL MAY BE FURNISHED WITHOUT CHARGE OBTAINED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUESTAT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” (bc) No holder of Option Shares Executive Stock may sell, transfer or dispose of Transfer any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (d) Each holder of Executive Stock agrees not to effect any public sale or distribution of any Executive Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company’s equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing Certificates evidencing the Option Restricted Shares will bear shall have noted conspicuously on the following legendcertificate a legend required under applicable securities laws and reflecting the transfer restrictions set forth herein in addition to any other legend(s) as the Company deems appropriate and the Director shall not make any transfer of the Restricted Shares without first complying with the restrictions on transfer described in such legends. Such legends may include the following: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) AND APPLICABLE STATE SECURITIES LAWS AND AS SUCH MAY NOT ONLY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE OTHERWISE TRANSFERRED: (1) PURSUANT TO REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING BUT NOT LIMITED TO RULE 144 THEREUNDER, AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION; OR (2) IF, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF , 2006, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING RESTRICTIONS PURSUANT FORFEITURE PROVISIONS WHICH ALSO APPLY TO THE TRANSFEREE AS SET FORTH IN A STOCKHOLDERS AGREEMENT RESTRICTED STOCK AWARD, DATED AS OF OCTOBER 30AWARD DATE, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY WHICH IS AVAILABLE FROM THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUESTCOMPANY.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON ___________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION A MANAGEMENT EQUITY AGREEMENT BETWEEN THE ISSUER (COMPANY, XXXX X. XXXXXX AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY XXXX X. XXXXXX 1999 DYNASTIC TRUST DATED AS OF JUNE 3, 20061999, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Executive Stock may sell, transfer or dispose of Transfer any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Stock agrees not to effect any public sale or distribution of any Executive Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Each certificate which represents Executive Securities shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JANUARY 27, 1997, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE SECURITIES PURCHASE AND EMPLOYMENT AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY D. XXXXXXX XXXXXX DATED AS OF JANUARY 27, 2006, 1997 AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Executive Securities may sell, transfer or dispose of any Option Shares Executive Securities (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company BrightView an opinion of counsel reasonably (acceptable in form and substance to the Company (which BrightView) of counsel shall be reasonably acceptable to the Company) experienced in securities laws matters that neither registration nor qualification under the 1933 Securities Act and applicable state securities laws is not required in connection with such transfer.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 30, 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY XXXXX X. XXXXXXX DATED AS OF JUNE 30, 20061995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Executive Stock may sell, transfer or dispose of any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Stock agrees not to effect any public sale or distribution of any Executive Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering. except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing Prior to any Transfer of Restricted Shares, the Option Member proposing to Transfer such Restricted Shares will bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF , 2006, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering deliver written notice to the Company LLC describing in reasonable detail the Transfer or proposed Transfer. In addition, if the Member holding such Restricted Shares delivers to the LLC an opinion of counsel reasonably acceptable (who may be counsel for the LLC), satisfactory in form and substance to the Company Managing Member and counsel for the LLC (which opinion may be waived, in whole or in part, at the discretion of the Managing Member) that no subsequent Transfer of such Restricted Shares will require registration under the Securities Act, the LLC will promptly upon such contemplated Transfer deliver new certificates or instruments, as the case may be, for such Restricted Shares which do not bear the restrictive legend relating to the Securities Act as set forth below. If the LLC is not required to deliver new certificates or instruments, as the case may be, for such Restricted Shares not bearing such legend, the Member holding such Restricted Shares will not Transfer the same until the prospective Transferee has confirmed to the LLC in writing its agreement to be bound by the conditions contained in this Section 9.8. (b) Notwithstanding any other provisions of this Article IX, no Transfer of Shares or any other interest in the LLC may be made unless in the opinion of counsel (who may be counsel for the LLC), satisfactory in form and substance to the Managing Member and counsel for the LLC (which opinion may be waived, in whole or in part, at the discretion of the Managing Member), such Transfer would not violate any federal securities laws or any state or provincial securities or "blue sky" laws (including any investor suitability standards) applicable to the LLC or the interest to be Transferred, or cause the LLC to be required to register as an "Investment Company" under the U.S. Investment Company Act of 1940, as amended. Such opinion of counsel shall be reasonably acceptable delivered in writing to the CompanyLLC prior to the date of the Transfer. (c) In order to permit the LLC to qualify for the benefit of a "safe harbor" under Code Section 7704, notwithstanding anything to the contrary in this Agreement, no Transfer of any Share or economic interest shall be permitted or recognized by the LLC or the Managing Member (within the meaning of Treasury Regulation Section 1.7704-1(d)) if and to the extent that registration under such Transfer would cause the 1933 Act is not required LLC to have more than 100 partners (within the meaning of Treasury Regulation Section 1.7704-1(h), including the look-through rule in connection with such transferTreasury Regulation Section 1.7704-1(h)(3)).

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares Executive Stock will bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF MARCH __, 1995 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY INITIAL HOLDER HEREOF DATED AS OF MARCH __, 2006, 1995. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Executive Stock may sell, transfer or dispose of any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Stock agrees not to effect any public sale or distribution of any Executive Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON ___________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION A MANAGEMENT EQUITY AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY ITS EMPLOYEES DATED AS OF JUNE 1, 20061999, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) The certificates representing Executive Stock to be purchased by any resident of the State of Georgia shall bear the following additional legend: "THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." (c) No holder of Option Shares Executive Stock may sell, transfer or dispose of Transfer any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (d) Each holder of Executive Stock agrees not to effect any public sale or distribution of any Executive Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing Certificates evidencing the Option Restricted Shares will bear shall have noted conspicuously on the following legendcertificate a legend required under applicable securities laws and reflecting the transfer restrictions set forth herein in addition to any other legend(s) as the Company deems appropriate and the Employee shall not make any transfer of the Restricted Shares without first complying with the restrictions on transfer described in such legends. Such legends may include the following: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) AND APPLICABLE STATE SECURITIES LAWS AND AS SUCH MAY NOT ONLY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE OTHERWISE TRANSFERRED: (1) PURSUANT TO REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING BUT NOT LIMITED TO RULE 144 THEREUNDER, AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION; OR (2) IF, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF , 2006, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING RESTRICTIONS PURSUANT FORFEITURE PROVISIONS WHICH ALSO APPLY TO THE TRANSFEREE AS SET FORTH IN A STOCKHOLDERS AGREEMENT RESTRICTED STOCK AWARD, DATED AS OF OCTOBER 30DATE, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY WHICH IS AVAILABLE FROM THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUESTCOMPANY.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer.

Additional Restrictions on Transfer. (ai) Until the fifth anniversary of the date hereof, Executive shall not Transfer any Executive Stock except (A) to a Permitted Transferee in compliance with the provisions of Section 2D of the Investor Rights Agreement or (B) the sale of Coinvest Shares in a registered public offering effected pursuant to Section 10 of the Investor Rights Agreement. The restrictions set forth in this Section 8(i) shall terminate upon the consummation of a Change in Control. (ii) All Executive Stock is subject to the additional restrictions on Transfer set forth in the Investor Rights Agreement. (iii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificates representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MAY 19, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY ORIGINAL HOLDER HEREOF DATED AS OF MAY 19, 20062000, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer."

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN THE ISSUER’S 2014 STOCK OPTION PLAN AND A WRITTEN AGREEMENT BETWEEN THE ISSUER (AND THE “COMPANY”) AND A CERTAIN EMPLOYEE ORIGINAL HOLDER OF THE COMPANY DATED AS OF SUCH SECURITIES, 2006, A COPY COPIES OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANYISSUER’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Securities Act) without first first, if requested by the Company, delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Securities Act is not required in connection with such transfer. (c) No holder of Option Shares will effect any public sale or distribution (including sales pursuant to Rule 144 of the Securities Act) of any Option Shares or of any other equity securities of the Company, or any securities, options or rights convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 180-day period beginning on the effective date of any underwritten public offering of the Company’s securities, except as part of such underwritten public offering. The restrictions on transfer set forth in this Section 14(c) shall continue with respect to each Option Share and each other security, option or right described in the preceding sentence until the date on which such security has been transferred pursuant to an offering registered under the Securities Act or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 (other than Rule 144(k)) adopted under the Securities Act.

Additional Restrictions on Transfer. (a) The In addition to any legend required by the Stockholders Agreement, the certificates representing the Option Shares will shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 14, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM Confidential Information redacted and filed separately with the Commission. REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXCHANGE AGREEMENT BETWEEN AMONG THE ISSUER (THE “COMPANY”) , BAYER CORPORATION, AND A CERTAIN EMPLOYEE OF THE COMPANY BAYER ADVANCED LLC, DATED AS OF JUNE 14, 20062002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No To the extent a transfer of Shares is permitted by the Stockholders Agreement, prior to transferring any Shares, the transferring holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant shall cause the prospective transferee to an effective registration statement under be bound by this Agreement and the 1933 Act) without first delivering Stockholders Agreement and to execute and deliver to the Company an opinion of counsel reasonably acceptable in form and substance the other parties hereto or thereto counterparts to this Agreement and the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transferStockholders Agreement, or a joinder agreement thereto.

Additional Restrictions on Transfer. (a) The certificates representing the Option Retained Shares will shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE STOCKHOLDERS' AGREEMENT AMONG THE COMPANY, THE EXECUTIVE AND PANOLAM ACQUISITION COMPANY, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) The certificates representing the Purchased Shares shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER (COMPANY AND XXXXXX X. XXXXXX, XX. AND IN AN EXECUTIVE STOCKHOLDERS' AGREEMENT AMONG THE “COMPANY”) , THE EXECUTIVE AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF PANOLAM ACQUISITION COMPANY, 2006L.L.C., A COPY DELAWARE LIMITED LIABILITY COMPANY. COPIES OF WHICH SUCH AGREEMENTS MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “" (c) The certificates representing the Option Shares shall, if appropriate when issued, bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN TRANSFER REPURCHASE OPTIONS AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCKHOLDERS' AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY COMPANY, THE EXECUTIVE AND CERTAIN OF THE PANOLAM ACQUISITION COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIMEL.L.C., A DELAWARE LIMITED LIABILITY COMPANY. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL MAY BE FURNISHED WITHOUT CHARGE OBTAINED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUESTAT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”" (bd) No holder The issuer of Option Shares may sellExecutive Stock shall modify, transfer or dispose remove, the forgoing legends from certificates representing Executive Stock promptly upon reasonable request provided that such legends are no longer appropriate. (e) Each Executive Holder agrees not to effect any public sale or distribution of Executive Stock during the seven days prior to, and the 90 days after, the effectiveness of any Option Shares (underwritten public offering of equity securities of the same issuer, except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion as part of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transferunderwritten public offering or as otherwise permitted by Holdings.

Additional Restrictions on Transfer. Any Transfer of a Membership Interest which is permitted pursuant to Section 11.2 shall be subject to the following additional requirements and conditions: (a) The certificates representing Board may require the Option Shares will bear transferee to pay a Transfer fee to the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Company sufficient to cover all reasonable expenses connected with the assignment, AS AMENDED (THE “ACT”)including legal fees, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF , 2006, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGEand to do all other things and execute and deliver all such papers as may be necessary or reasonably requested by the Board in order to consummate the Transfer of such Membership Interest.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder The transferee shall deliver to the Company a signed counterpart of Option Shares may sellthis Agreement or a written acknowledgment that the Membership Interest to be received in such proposed Transfer is subject to this Agreement and that the proposed recipient and its successors in interest are bound hereby and agree to comply with this Agreement, transfer or dispose of any Option Shares each such document to be in form and substance reasonably satisfactory to the Board. (except c) Such Transfer, if legally required, shall be made pursuant to an effective registration statement under the 1933 ActSecurities Act of 1933, as amended, and any applicable state securities laws, or an exemption from such registration, and prior to any such Transfer the Member proposing to Transfer a Membership Interest shall give the Company (i) without first delivering notice describing the manner and circumstances of the proposed Transfer (copies of which the Company shall furnish to each Member following receipt thereof by the Company) and (ii) if such Transfer is to be made pursuant to an exemption from such registration and if reasonably requested by the Company, a written opinion of counsel, who shall be reasonably satisfactory to the Company an and its counsel, such opinion of counsel reasonably acceptable to be in form and substance reasonably satisfactory to the Company (which counsel shall be reasonably acceptable and its counsel, to the Company) effect that the proposed Transfer of Membership Interest may be effected without registration under the 1933 Securities Act is not required in connection of 1933, as amended, and any applicable state securities laws. (d) An approved transferee will, subject to compliance with such transferthe requirements of this Article XII, become a substitute or additional Member, entitled to receive the transferor Member’s share of distributions and allocations and other rights of a Member holding the Class of Membership Interest Transferred to it.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 30, 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY XXXXX X. XXXXXXX DATED AS OF JUNE 30, 20061995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Executive Stock may sell, transfer or dispose of any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Stock agrees not to effect any public sale or distribution of any Executive Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a1) Until the fifth anniversary of the date hereof, Executive shall not Transfer any Executive Stock except (A) to a Permitted Transferee in compliance with the provisions of Section 2D of the Investor Rights Agreement or (B) the sale of Coinvest Shares in a registered public offering effected pursuant to Section 10 of the Investor Rights Agreement. The restrictions set forth in this Section 8(h)(i) shall terminate upon the consummation of a Change in Control (as defined in the Investor Rights Agreement). (2) All Executive Stock is subject to the additional restrictions on Transfer set forth in the Investor Rights Agreement. (3) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificates representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON December 6, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR --- TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY ORIGINAL HOLDER HEREOF DATED AS OF December 6, 20062000, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer."

Additional Restrictions on Transfer. (a) The certificates representing Certificates evidencing the Option Restricted Shares will bear shall have noted conspicuously on the following certificate a legend required under applicable securities laws in addition to any legends other legend(s) as the Company deems appropriate and the Employee shall not make any transfer of the Restricted Shares without first complying with the restrictions on transfer described in such legend. Such legends may include the following: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR APPLICABLE STATE SECURITIES LAW (THE “STATE ACTS”), AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT, THE STATE ACTS AND ANY OTHER APPLICABLE SECURITIES LAWS UNLESS, IN THE ABSENCE OPINION OF AN EFFECTIVE REGISTRATION STATEMENT UNDER COUNSEL SATISFACTORY TO THE ACT COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, TRANSFER, PLEDGE OR AN EXEMPTION HYPOTHECATION IS EXEMPT FROM REGISTRATION THEREUNDEROR IS OTHERWISE IN COMPLIANCE WITH THE ACT, THE STATE ACTS AND ANY OTHER APPLICABLE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF , 2006, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING RESTRICTIONS PURSUANT FORFEITURE PROVISIONS WHICH ALSO APPLY TO THE TRANSFEREE AS SET FORTH IN A STOCKHOLDERS AGREEMENT RESTRICTED STOCK AWARD, DATED AS OF OCTOBER MARCH 30, 2003 AMONG THE COMPANY AND CERTAIN 2010, COPIES OF WHICH ARE AVAILABLE FROM THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Each certificate which represents Executive Securities shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON SEPTEMBER 30, 1996, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE SECURITIES PURCHASE AND EMPLOYMENT AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY X. XXXXXX XXXXXXXXXX DATED AS OF SEPTEMBER 30, 2006, 1996 AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Executive Securities may sell, transfer or dispose of any Option Shares Executive Securities (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company BrightView an opinion of counsel reasonably (acceptable in form and substance to the Company (which BrightView) of counsel shall be reasonably acceptable to the Company) experienced in securities laws matters that neither registration nor qualification under the 1933 Securities Act and applicable state securities laws is not required in connection with such transfer.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares Consultant Stock will bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON ______ __, ____, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION A CONSULTING AGREEMENT BY AND BETWEEN THE ISSUER (THE “"COMPANY”") AND A CERTAIN EMPLOYEE CONSULTANT OF THE COMPANY DATED AS OF JULY 14, 20061988, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Consultant Stock may sell, transfer or dispose of any Option Shares Consultant Stock (except pursuant to an effective registration statement under the 1933 ActSecurities Act of 1933) without first delivering to the Company Holding an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) Holding that registration registra- tion under the Securities Act of 1933 Act is not required in connection with such transfer. (c) Each holder of Consultant Stock agrees not to effect any public sale or distribution of any equity securities of Holding, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the effectiveness of any public offering of Holding's securities registered under the Securities Act of 1933, as amended, except pursuant to such underwritten registration if otherwise permitted.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Executive Stock shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION A MANAGEMENT EQUITY AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY ITS EMPLOYEES DATED AS OF DECEMBER 26, 2006, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” ” (b) The certificates representing Unvested Shares to be purchased by any Executive shall bear the following additional legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT FOR A PERIOD OF TIME TO A STOCKHOLDERS PURCHASE OPTION OF THE COMPANY APPLICABLE TO “UNVESTED SHARES” AS DESCRIBED IN THE MANAGEMENT EQUITY AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG BETWEEN THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERSITS EMPLOYEES DATED AS OF DECEMBER 26, 2006, AS SUCH AGREEMENT MAY BE AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL MAY BE FURNISHED WITHOUT CHARGE OBTAINED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUESTAT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” (bc) No holder of Option Shares Executive Stock may sell, transfer or dispose of Transfer any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer.

Additional Restrictions on Transfer. (ai) The certificates All Shares are subject to the restrictions on Transfer set forth in the Investor Rights Agreement. (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Option Shares will shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON DECEMBER 5, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY ORIGINAL HOLDER HEREOF DATED AS OF DECEMBER 5, 20062002, AS AMENDED AND MODIFIED FROM TIME TO TIME, AND THE INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30Except for transfers to Permitted Transferees, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No no holder of Option Purchaser Shares may sell, transfer or dispose of any Option Purchaser Shares (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) of counsel experienced in federal securities laws matters that registration under the 1933 Act is not required under the Securities Act or any applicable state securities laws in connection with such transfer.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares shares of Executive Stock will bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (THE “"COMPANY”") AND A CERTAIN AN EMPLOYEE OF THE COMPANY DATED AS OF MAY 11, 20061999, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST" The legend set forth above regarding the Plan shall be removed from the certificates evidencing any securities which cease to be Executive Stock.” (b) No holder of Option Shares Executive Stock may sell, transfer or dispose of Transfer any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall will be reasonably acceptable to the Company) that registration under the 1933 Securities Act is not required in connection with such transferTransfer. If such opinion of counsel reasonably acceptable in form and substance to the Company further states that no subsequent Transfer of such Executive Stock will require registration under the Securities Act, the Company will promptly upon such Transfer deliver new certificates which do not bear the Securities Act legend set forth in Section 6(a).

Additional Restrictions on Transfer. (ai) The certificates All shares of Executive Stock are subject to the restrictions on Transfer set forth in the Investor Rights Agreement. (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Option Shares will Executive Stock shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 6, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY JUNE NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY ORIGINAL HOLDER HEREOF DATED AS OF JUNE 6, 20062002, AS AMENDED AND MODIFIED FROM TIME TO TIME AND THE INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (biii) No Except for transfers to Permitted Transferees, no holder of Option Shares Executive Stock may sell, transfer or dispose of any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form form, and substance to the Company (which counsel shall be reasonably acceptable to the Company) of counsel experienced in federal securities laws matters that registration under the 1933 Act is not required under the Securities Act or any applicable state securities laws in connection with such transfer.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 30, 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY XXXXXX X. XXXXXXXX DATED AS OF JUNE 30, 20061995, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Executive Stock may sell, transfer or dispose of any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is not required in connection with such transfer. (c) Each holder of Executive Stock agrees not to effect any public sale or distribution of any Executive Stock or other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any of the Company's equity securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will Each certificate which represents Executive Securities shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON SEPTEMBER 30, 1996, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE SECURITIES PURCHASE AND EMPLOYMENT AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) COMPANY AND A CERTAIN EMPLOYEE OF THE COMPANY XXXX XXXXXX DATED AS OF SEPTEMBER 30, 2006, 1996 AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Executive Securities may sell, transfer or dispose of any Option Shares Executive Securities (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company BrightView an opinion of counsel reasonably (acceptable in form and substance to the Company (which BrightView) of counsel shall be reasonably acceptable to the Company) experienced in securities laws matters that neither registration nor qualification under the 1933 Securities Act and applicable state securities laws is not required in connection with such transfer.

Additional Restrictions on Transfer. (ai) The certificates All Shares are subject to the restrictions on Transfer set forth in the Investor Rights Agreement (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Option Shares will shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MAY 26, 2010, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY ORIGINAL HOLDER HEREOF DATED AS OF MAY 26, 20062010, AS AMENDED AND MODIFIED FROM TIME TO TIME, AND THE INVESTOR RIGHTS AGREEMENT, DATED AS OF JUNE 6, 2002, BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30Except for transfers to permitted Transferees, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No no holder of Option Purchaser Shares may sell, transfer or dispose of any Option Purchaser Shares (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) of counsel experienced in federal securities laws matters that registration under the 1933 Act is not required under the Securities Act or any applicable state securities laws in connection with such transfer.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares Consultant Stock will bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON _________ __, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION A CONSULTING AGREEMENT BY AND BETWEEN THE ISSUER (THE “"COMPANY”") AND A CERTAIN EMPLOYEE CONSULTANT OF THE COMPANY DATED AS OF JULY 14, 20061988, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) No holder of Option Shares Consultant Stock may sell, transfer or dispose of any Option Shares Consultant Stock (except pursuant to an effective registration statement under the 1933 ActSecurities Act of 1933) without first delivering to the Company Holding an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) Holding that registration registra- tion under the Securities Act of 1933 Act is not required in connection with such transfer. (c) Each holder of Consultant Stock agrees not to effect any public sale or distribution of any equity securities of Holding, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the effectiveness of any public offering of Holding's securities registered under the Securities Act of 1933, as amended, except pursuant to such underwritten registration if otherwise permitted.

Additional Restrictions on Transfer. (ai) The certificates All shares of Executive Stock are subject to the restrictions on Transfer set forth in the Investor Rights Agreement. (ii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificate representing the Option Shares will Executive Stock shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 6, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY JUNE NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY ORIGINAL HOLDER HEREOF DATED AS OF JUNE 6, 20062002, AS AMENDED AND MODIFIED FROM TIME TO TIME AND THE INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF COMPANY STOCK DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (biii) No Except for transfers to Permitted Transferees, no holder of Option Shares Executive Stock may sell, transfer or dispose of any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) of counsel experienced in federal securities laws matters that registration under the 1933 Act is not required under the Securities Act or any applicable state securities laws in connection with such transfer.

Additional Restrictions on Transfer. Any Transfer of a Membership Interest which is permitted pursuant to Section 11.2 shall be subject to the following additional requirements and conditions: (a) The certificates representing Board may require the Option Shares will bear transferee to pay a Transfer fee to the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Company sufficient to cover all reasonable expenses connected with the assignment, AS AMENDED (THE “ACT”)including legal fees, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF , 2006, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGEand to do all other things and execute and deliver all such papers as may be necessary or reasonably requested by the Board in order to consummate the Transfer of such Membership Interest.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder The transferee shall deliver to the Company a signed counterpart of Option Shares may sellthis Agreement or a written acknowledgment that the Membership Interest to be received in such proposed Transfer is subject to this Agreement and that the proposed recipient and its successors in interest are bound hereby and agree to comply with this Agreement, transfer or dispose of any Option Shares each such document to be in form and substance reasonably satisfactory to the Board. (except c) Such Transfer, if legally required, shall be made pursuant to an effective registration statement under the 1933 ActSecurities Act of 1933, as amended, and any applicable state securities laws, or an exemption from such registration, and prior to any such Transfer the Member proposing to Transfer a Membership Interest shall give the Company (i) without first delivering notice describing the manner and circumstances of the proposed Transfer (copies of which the Company shall furnish to each Member following receipt thereof by the Company) and (ii) if such Transfer is to be made pursuant to an exemption from such registration and if reasonably requested by the Company, a written opinion of counsel, who shall be reasonably satisfactory to the Company an and its counsel, such opinion of counsel reasonably acceptable to be in form and substance reasonably satisfactory to the Company (which counsel shall be reasonably acceptable and its counsel, to the Company) effect that the proposed Transfer of Membership Interest may be effected without registration under the 1933 Securities Act is not required in connection of 1933, as amended, and any applicable state securities laws. (d) An approved transferee will, subject to compliance with such transferthe requirements of this Article XII, become a substitute or additional Member, entitled to receive the transferor Member's share of distributions and allocations and other rights of a Member holding the Class of Membership Interest Transferred to it.

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares shares of Executive Stock will bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED TRANS FERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (THE “"COMPANY”") AND A CERTAIN AN EMPLOYEE OF THE COMPANY DATED AS OF AUGUST 6, 20061999, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST" The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock.” (b) No holder of Option Shares Executive Stock may sell, transfer or dispose of Transfer any Option Shares Executive Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall will be reasonably acceptable to the Company) that registration under the 1933 Securities Act is not required in connection with such transferTransfer. If such opinion of counsel reasonably acceptable in form and substance to the Company further states that no subsequent Transfer of such Executive Stock will require registration under the Securities Act, the Company will promptly upon such Transfer deliver new certificates which do not bear the Securities Act legend set forth in Section 6(a).

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares shares of Issued Stock will bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD OR TRANSFERRED TRANS FERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN THE ISSUER'S 1999 STOCK OPTION AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF , 2006PLAN, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S ISSUER'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST" The legend set forth above regarding the Plan shall be removed from the certificates evidencing any securities which cease to be Issued Stock.” (b) No holder of Option Shares Issued Stock may sell, transfer or dispose Transfer any shares of any Option Shares Issued Stock (except pursuant to an effective registration statement under the 1933 Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall will be reasonably acceptable to the Company) that registration under the 1933 Securities Act is not required in connection with such transferTransfer. If such opinion of counsel reasonably acceptable in form and substance to the Company further states that no subsequent Transfer of such Issued Stock will require registration under the Securities Act, the Company will promptly upon such Transfer deliver new certificates for such securities which do not bear the Securities Act legend set forth in Section 5.9(a).

Additional Restrictions on Transfer. (a) The certificates representing the Option Shares will bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE ISSUER (THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF , 2006, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer.

Additional Restrictions on Transfer. (ai) Until the fifth anniversary of the date hereof, Executive shall not Transfer any Executive Stock except (A) to a Permitted Transferee in compliance with the provisions of Section 2D of the Investor Rights Agreement or (B) the sale of Coinvest Shares in a registered public offering effected pursuant to Section 10 of the Investor Rights Agreement. The restrictions set forth in this Section 8(i) shall terminate upon the consummation of a Change in Control. (ii) All Executive Stock is subject to the additional restrictions on Transfer set forth in the Investor Rights Agreement. (iii) In addition to any other legend required pursuant to the Investor Rights Agreement or otherwise, any certificates representing the Option Shares will Executive Stock shall bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 5, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR UNDER ANY --- STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION EXECUTIVE AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE “COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY ORIGINAL HOLDER HEREOF DATED AS OF APRIL 5, 20062000, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S 'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) No holder of Option Shares may sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer."