Common use of Legend on Stock Certificates Clause in Contracts

Legend on Stock Certificates. Each certificate representing shares of Restricted Stock shall bear the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY."

Legend on Stock Certificates. Each certificate representing shares of Restricted Stock Securities which are subject to this Agreement shall bear be endorsed with a legend substantially to the following legend, until such time as the shares represented thereby are no longer subject effect (in addition to the provisions hereof: any legend required by applicable state securities or "blue sky" laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT AND UNDER APPLICABLE STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIESK&F PARENT, INC. (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THAT ACT AND UNDER THE SHAREHOLDERS NAMED AS PARTIES THERETOPROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THE SALE, AND NO TRANSFER OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION IS ALSO SUBJECT TO COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH THAT CERTAIN SECURITYHOLDERS AGREEMENT, DATED AS OF NOVEMBER 18, 2004, AS SUPPLEMENTED, MODIFIED AND AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND THE STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS SIGNATORY THERETO, A COPY OF WHICH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY IS AVAILABLE FOR INSPECTION DURING REGULAR BUSINESS HOURS AT THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.". Any stock certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon the completion of a public distribution of securities of the Company represented thereby) shall also bear such legend, unless the restrictions contained in Sections 3, 4, 5, 6, 7, 8 and 9 of this Agreement are no longer in effect and, in the opinion of counsel for the Company, the Securities represented thereby need no longer be subject to the restrictions contained in

Legend on Stock Certificates. Each In addition to such other legends as may be required by the Company's Certificate of Incorporation or any Stock Subscription Agreement pursuant to which Registrable Securities are issued, each certificate or certificates representing shares of Restricted Stock Registrable Securities shall bear the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE ENTITLED TO THE SECURITIES ACT BENEFITS OF 1933AND ARE BOUND BY THE OBLIGATIONS SET FORTH IN A REGISTRATION AND PARTICIPATION AGREEMENT, DATED AS AMENDEDOF MAY 20, 2003, AND ANY AMENDMENTS, SUPPLEMENTS OR ANY STATE SECURITIES LAWS MODIFICATIONS THERETO, AMONG THE COMPANY AND CANNOT BE SOLD CERTAIN STOCKHOLDERS OF THE COMPANY AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERRED TRANSFERABLE EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE ACCORDANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE PROVISIONS OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTSAND PARTICIPATION AGREEMENT, UNLESS A COPY OF WHICH IS ON FILE WITH THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE SECRETARY OF THE SECURITIES COMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS HOLDBACK PROVISIONS CONTAINED IN SECTION 3.4(e) OF THE REGISTRATION AND CONDITIONS PARTICIPATION AGREEMENT AND IN THE COMPANY'S ARTICLES OF A SHAREHOLDERS' AGREEMENTINCORPORATION, DATED AS WHICH PROVISIONS PROHIBIT ANY TRANSFER OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (SUCH SHARES DURING THE "COMPANY") 20 DAYS PRIOR TO AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER 180 DAYS AFTER THE EFFECTIVE DATE OF ANY REGISTRATION STATEMENT (SUBJECT TO CERTAIN LIMITED EXCEPTIONS) FILED BY THE COMPANY FOR ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY SHARES OF THE COMPANY, WITHOUT REGARD TO THE APPLICABILITY OF RULE 144 OR RULE 144A UNDER THE SECURITIES ACT."" The Company agrees that it will not issue new certificates for shares formerly representing Registrable Securities without a legend unless (a) such shares have been sold to the public pursuant to an effective registration statement under the Securities Act or Rule 144 or (b) the requesting holder shall have delivered to the Company an opinion of counsel in form and substance satisfactory to the Company that no such legend is required under applicable securities or other similar laws.

Legend on Stock Certificates. Each certificate representing repxxxxxxxxx shares of Restricted Stock owned by the Employee Stockholders shall bear the following legend, legend until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, OR ANY STATE SECURITIES LAWS AND CANNOT BE SOLD SOLD, PLEDGED, EXCHANGED, TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, SUCH ACT." "IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLYADDITION, THE SALE, TRANSFER, ASSIGNMENT, DISTRIBUTION, PLEDGE, ENCUMBRANCE OR ENCUMBRANCE OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30JULY 22, 19982002, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") BPC HOLDING CORPORATION AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER CERTAIN HOLDERS OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OUTSTANDING CAPITAL STOCK OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVECORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANYBPC HOLDING CORPORATION."

Legend on Stock Certificates. Each certificate All stock certificates representing shares Shares issued to the Participant upon exercise of Restricted Stock the Option shall bear have affixed thereto legends substantially in the following legendform, until such time as the shares represented thereby are no longer subject in addition to the provisions hereofany other legends required by applicable state law: "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO IT THE COMPANY, THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER REQUIRED. THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF SHAREHOLDERS’ AGREEMENT DATED OCTOBER 27, 2004, BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE TERMS AND CONDITIONS SHARES), A COPY OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (WHICH IS AVAILABLE AT THE "COMPANY") AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER PRINCIPAL OFFICES OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION CORPORATION. SUCH AGREEMENT GRANTS CERTAIN RIGHTS TO THE CORPORATION (OR ITS ASSIGNEES) UPON THE SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE CORPORATION’S SHARES INCLUDING REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL. THE CORPORATION WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY TO THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANYHEREOF WITHOUT CHARGE. By making payment upon exercise of the Option, the Participant shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 9."

Legend on Stock Certificates. Each certificate representing shares of Restricted Stock shall bear the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR ANY STATE SECURITIES LAWS AND CANNOT LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SAID ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER AUGUST 30, 19981991, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") ISSUER AND THE SHAREHOLDERS NAMED AS PARTIES OTHER SIGNATORIES THERETO, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANYISSUER."

Legend on Stock Certificates. Each certificate representing shares of Restricted Stock shall bear Certificates evidencing the stock to be distributed pursuant to the Agreement shall, to the extent appropriate at the time, have noted conspicuously on the certificates a legend to the following legendeffect, until such time which is intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth in the Plan and this Agreement: 9.1 That the securities evidenced by the certificate were issued without registration under the Securities Act, or under the applicable laws of any state or states (collectively referred to as the shares represented thereby are no longer subject "State Acts"), in reliance upon certain exemptive provisions of the Securities Act or any applicable State Acts, and that the securities cannot be sold or transferred unless, in the opinion of counsel reasonably acceptable to the provisions hereofCompany, the sale or transfer would be: "(i) pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption form registration; and (ii) a transaction which is exempt under any applicable State Acts or pursuant to an effective registration statement under or in a transaction which is otherwise in compliance with the State Acts, in a legend stating substantially as follows: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND CANNOT MAY NOT BE SOLD SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACTS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 9.2 That the securities evidenced by the certificate were issued in accordance with the provisions of the Plan and this Agreement and are subject to the provisions thereof and may not be sold or transferred except in compliance with said provisions, in a legend stating substantially as follows: THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE TERMS OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS WRITTEN PLAN AND AGREEMENT BETWEEN THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE REGISTERED HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT SHARES (OR THE PREDECESSOR IN INTEREST TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INCSHARES). (THE "COMPANY") AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANYCOMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH PLAN AND AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE."

Legend on Stock Certificates. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Restricted Stock Covered Securities which are subject to this Agreement shall bear be endorsed with a legend substantially to the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereofeffect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A "TRANSFER") UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND CANNOT BE SOLD OR UNLESS SUCH TRANSFER IS (A) EXEMPT FROM REGISTRATION OR IS OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, THE ACT AND SUCH LAWS IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACTISSUER AND (B) IN COMPLIANCE WITH THE STOCKHOLDERS AGREEMENT OF THE ISSUER, DATED AS OF JANUARY 5, 2000 AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO (THE "STOCKHOLDERS AGREEMENT"). ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS RESTRICTIONS ON TRANSFER SET FORTH IN (I) A STOCKHOLDERS AGREEMENT AND CONDITIONS OF (II) A SHAREHOLDERS' REGISTRATION RIGHTS AGREEMENT, DATED AS COPIES OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INCWHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. (THE "COMPANY") AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY BOOKS OF THE COMPANY, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTS. Any stock certificate issued at any time in exchange or substitution for a certificate bearing such legend (except a new certificate issued upon the completion of a public distribution of securities of the Company represented thereby or otherwise if the holder of the Shares represented by such certificate shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, that the Act permits such certificate to be issued without such legend or with a legend modified as set forth in such opinion) shall also bear such legend. The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the Stockholders and all subsequent holders of Covered Securities who acquired the same directly or indirectly from a Stockholder in a transaction or series of transactions not involving any Public Offering. The Company agrees that it will not transfer on its books any certificate representing Covered Securities in violation of the provisions of this Agreement."

Legend on Stock Certificates. (a) Each certificate (if any) representing shares of Restricted Common Stock beneficially owned by the Stockholders shall bear the following legend, legend until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND CANNOT MAY NOT BE SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO IN ACCORDANCE WITH THE REGISTRATION UNDER SAID ACT REQUIREMENTS OF THE SECURITIES ACT, OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY 11 U.S.C. SECTION 1145, UNDER AN ORDER CONFIRMING THE CHAPTER 11 PLAN OF REORGANIZATION FILED BY UCI HOLDINGS LLC AND CERTAIN OF ITS AFFILIATES IN THE BANKRUPTCY CASE IN THE DISTRICT OF A TRANSACTION NOT SUBJECT DELAWARE DOCKET NO. 16-11354 (MFW), INCLUDING EXHIBITS AND ALL SUPPLEMENTS, APPENDICES AND SCHEDULES THERETO, AS THE SAME MAY BE ALTERED, AMENDED OR MODIFIED FROM TIME TO SUCH REGISTRATION REQUIREMENTS, UNLESS TIME. THE COMPANY HAS RECEIVED AN OPINION HOLDER OF COUNSEL REASONABLY SATISFACTORY THIS SECURITY IS REFERRED TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER 11 U.S.C. SECTION 1145 FOR GUIDANCE AS TO THE ACTSALE OF THIS SECURITY. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VARIOUS CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON SALE, DISPOSITION OR TRANSFER AS SET FORTH IN THE TERMS AND CONDITIONS CERTIFICATE OF A SHAREHOLDERS' AGREEMENT, DATED AS INCORPORATION OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, [NEW UCI INC., EAGLE-PICHER INDUSTRIES, INC. ] (THE "COMPANY") “CORPORATION”), AS AMENDED FROM TIME TO TIME (THE “CERTIFICATE OF INCORPORATION”), AND THE SHAREHOLDERS NAMED STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT DATED [●], 2016, AS PARTIES THERETO, AND IT MAY BE AMENDED FROM TIME TO TIME (THE “STOCKHOLDERS AGREEMENT”). NO REGISTRATION OR TRANSFER OF THESE SHARES WILL BE MADE ON THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION BOOKS OF THE CORPORATION UNLESS AND UNTIL SUCH AGREEMENT RESTRICTIONS SHALL BE VALID OR EFFECTIVEHAVE BEEN COMPLIED WITH. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY THE CORPORATION WILL FURNISH WITHOUT CHARGE, UPON WRITTEN REQUEST MADE BY TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS, TO EACH HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE, A COPY OF THE CERTIFICATE OF INCORPORATION AND STOCKHOLDERS AGREEMENT CONTAINING THE ABOVE-REFERENCED RESTRICTIONS ON TRANSFERS OF SHARES. THE HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE AGREES TO BE BOUND BY THE PROVISIONS OF THE STOCKHOLDERS AGREEMENT, INCLUDING RESTRICTIONS RELATING TO THE SECRETARY EXERCISE OF VOTING RIGHTS RELATED THERETO. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY."CORPORATION THAT (A) THIS SECURITY MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED BY ANY HOLDER THAT IS AN “AFFILIATE” (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE CORPORATION, OTHER THAN (I) TO THE CORPORATION OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) ACCOMPANIED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION, STATING THAT SUCH OFFER, RESELL, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND IN EACH OF CASES (I) THROUGH

Legend on Stock Certificates. Each certificate (a) DHW consents to the placement of an appropriate legend evidencing the voting rights and restrictions provided for in this Proxy on the certificates representing DHW’s Shares and any certificates issued in replacement or exchange thereof or to evidence newly issued shares of Restricted Stock capital stock of the Company owned by DHW, and DHW shall bear take all actions reasonably requested by CDP or the Company to effect such placement. The restrictive legend shall be substantially in the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereofform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. SHAREHOLDER AND VOTING AGREEMENT (THE "COMPANY"“VOTING AGREEMENT”) BETWEEN CONCEPT DEVELOPMENT PARTNERS LLC AND THE SHAREHOLDERS NAMED AS PARTIES THERETODHW LEASING, L.L.C., AND AN IRREVOCABLE PROXY, EACH DATED MAY 10, 2011, A COPY OF WHICH VOTING AGREEMENT AND IRREVOCABLE PROXY WILL BE DELIVERED AT NO TRANSFER COST BY GRANITE CITY FOOD & BREWERY LTD. UPON REQUEST. THE VOTING AGREEMENT AND IRREVOCABLE PROXY AFFECT THE RIGHTS OF THE SECURITIES HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING THE VOTING OF SUCH SHARES. THE RIGHTS OF THE HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE ARE SUBJECT TO THE SECRETARY ALL OF THE COMPANYTERMS AND PROVISIONS OF THE VOTING AGREEMENT AND IRREVOCABLE PROXY." (b) Such certificates shall be endorsed conspicuously on the front thereof as follows: “SEE RESTRICTIONS ON VOTING AND TRANSFER HEREOF ON REVERSE SIDE.” (c) DHW agrees to promptly surrender all certificates representing DHW’s Shares subject to this Proxy to the Company’s transfer agent for placement of the legend in accordance with this Section 2.5.

Legend on Stock Certificates. Each certificate representing shares the Shares owned by the Stockholders, whether now outstanding or hereafter acquired during the term of Restricted Stock this Agreement, shall bear be conspicuously endorsed with substantially the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereoflegends: "“THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO IT COMPANY STATING THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, ASSIGNMENT OR ENCUMBRANCE HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS A FIRST AMENDED AND CONDITIONS OF A SHAREHOLDERS' RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS APRIL , 2004, A COPY OF SEPTEMBER 30WHICH IS ON FILE AT THE OFFICE OF COMPANY AND WILL BE FURNISHED TO ANY PROSPECTIVE PURCHASER ON REQUEST.” Each Stockholder agrees to will deliver all certificates for Shares owned by such Stockholder to the Company for the purpose of affixing such legends to such certificates. Upon receipt of evidence reasonably satisfactory to Company of the loss, 1998theft, AMONG GRANARIA HOLDINGSdestruction or mutilation of any certificate representing the Stock and of a bond or other indemnity reasonably satisfactory to Company and upon reimbursement to Company of all reasonable expenses incident to such issuance, B.V.and upon surrender of such certificate, GRANARIA INDUSTRIESif mutilated, B.V.Company will make and deliver a new certificate of like tenor in lieu of such lost, EAGLE-PICHER HOLDINGSstolen, INCdestroyed or mutilated, certificate., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY."

Legend on Stock Certificates. Each certificate representing shares of Restricted Stock shall bear Certificates evidencing the following legendOption Shares, until such time as the shares represented thereby are no longer subject to the provisions hereofextent appropriate at the time, shall have noted conspicuously on the certificate legends intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth herein and in the Plan, and the Optionee shall not make any transfer of the Option 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, OR ANY AMENDED (THE “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS AND CANNOT AS SUCH MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TRANSFERRED: (1) PURSUANT TO REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT 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 AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACTAPPLICABLE FEDERAL AND STATE SECURITIES LAWS. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER WHICH ALSO APPLY TO THE TERMS AND CONDITIONS OF TRANSFEREE AS SET FORTH IN A SHAREHOLDERS' AGREEMENTNONQUALIFIED STOCK OPTION AWARD, DATED AS _____________, 2014, A COPY OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF WHICH IS AVAILABLE FROM THE COMPANY."

Legend on Stock Certificates. Each certificate Shareholder agrees that the certificates representing shares of Restricted Stock shall bear the following legend, until such time as the shares represented thereby are no longer Shares subject to the provisions hereofof this Agreement shall be endorsed as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS AND CANNOT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN SUCH LAWS. THE CASE SHARES OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30MAY 18, 1998, AMONG GRANARIA HOLDINGSAS AMENDED AND RESTATED NOVEMBER 16, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") AND THE SHAREHOLDERS NAMED AS PARTIES THERETO1999, AND NO TRANSFER AS MAY BE AMENDED FURTHER FROM TIME TO TIME, AND SAID SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION TERMS OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVEAGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY AND A COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE TO UPON RECEIPT BY THE SECRETARY COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE COMPANYSHAREHOLDER."

Legend on Stock Certificates. Each certificate representing shares ---------------------------- owned of Restricted Stock record or beneficially by a party to this Agreement shall bear be endorsed with the following legendlegends: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, until such time as the shares represented thereby are no longer subject to the provisions hereof: INC. (THE "COMPANY") AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THE COMPANY THAT EXEMPTIONS FROM SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND FROM THE ACTPROVISIONS OF ANY APPLICABLE STATE "BLUE SKY" LAWS ARE AVAILABLE. ADDITIONALLYUnder no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 13.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article XIII; and notwithstanding any other provisions of this Agreement, THE SALEno such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. The Shareholder understands and acknowledges that the Company need not register a transfer of Shares, TRANSFERand may instruct its transfer agent not to register a transfer of Shares, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INCunless the conditions specified in the foregoing last legend are satisfied., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY."

Legend on Stock Certificates. Each The Warrants and each certificate representing shares of Restricted Common Stock held by the Agent or any transferee of the Agent or the Lenders shall bear the following legend, legends until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' WARRANT PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 30JUNE 9, 1998, 2000 AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIESIMAGEMAX, INC. (THE "COMPANY") AND THE SHAREHOLDERS NAMED COMMERCE BANK, NA, AS PARTIES THERETOAGENT, AND NO TRANSFER THOSE LENDER WHICH ARE, OR MAY BECOME PARTIES TO, THAT CERTAIN CREDIT AGREEMENT OF EVEN DATE THEREWITH BY AND BETWEEN THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION COMPANY, ALL OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVEITS SUBSIDIARIES, THE AGENT AND THE LENDERS. COPIES OF SUCH WARRANT PURCHASE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE COMPANY"ACT"), AND NEITHER MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED."

Legend on Stock Certificates. Each certificate Upon the execution of this Agreement, any certificates representing the shares of Restricted Common Stock subject hereto shall bear the following legend, until such time be endorsed (in addition to any other applicable endorsements or legends) substantially as the shares represented thereby are no longer subject to the provisions hereoffollows: "THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, NOR WILL ANY ASSIGNEE OR ENDORSEE HEREOF BE RECOGNIZED AS AN OWNER HEREOF BY THE ISSUER FOR ANY PURPOSE, UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND CANNOT WITH RESPECT TO SUCH SHARES SHALL THEN BE SOLD IN EFFECT OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH UNLESS THE AVAILABILITY OF AN EXEMPTION THEREFROM AND, IN FROM REGISTRATION WITH RESPECT TO ANY PROPOSED TRANSFER OR DISPOSITION OF SUCH SHARES SHALL BE ESTABLISHED TO THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION SATISFACTION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER FOR THE ACTISSUER. ADDITIONALLYIN ADDITION, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS RESTRICTIONS ON TRANSFERABILITY CONTAINED IN A SHAREHOLDERS AGREEMENT DATED THE ____ DAY OF __________, 2002, BETWEEN AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") ISSUER AND THE SHAREHOLDERS NAMED AS PARTIES THERETOHOLDERS OF COMMON STOCK THEREOF, AND A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE ISSUER. NO TRANSFER OR ENCUMBRANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT HEREBY MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANYEXCEPT IN ACCORDANCE WITH SUCH AGREEMENT. All certificates for Common Stock hereafter newly issued or Transferred during the term of this Agreement shall bear the same endorsement."

Legend on Stock Certificates. Each certificate representing shares of Restricted Stock Shares which are subject to this Agreement shall bear be endorsed with a legend substantially to the following legend, until such time as the shares represented thereby are no longer subject effect (in addition to the provisions hereof: any legend required by applicable state securities or "blue sky" laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT AND UNDER APPLICABLE STATE SECURITIES LAWS AND CANNOT BE SOLD LAW OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG GRANARIA MSC HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE ""COMPANY"'') SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THAT ACT AND UNDER THE SHAREHOLDERS NAMED AS PARTIES THERETOPROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THE SALE, AND NO TRANSFER OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION IS ALSO SUBJECT TO COMPLIANCE WITH THE TERMS AND CONDITIONS OF SUCH THAT CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 27, 1995, AS SUPPLEMENTED, MODIFIED AND AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND THE STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS SIGNATORY THERETO, A COPY OF WHICH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY IS AVAILABLE FOR INSPECTION DURING REGULAR BUSINESS HOURS AT THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.". Any stock certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon the completion of a public distribution of securities of the Company represented thereby) shall also bear such legend, unless the restrictions contained in Sections 3, 4, 5 and 6 of this Agreement are no longer in effect and, in the opinion of counsel for the Company, the Shares represented thereby need no longer be subject to the restrictions contained in Holdings Stockholders Agreement ------------------------------- 42

Legend on Stock Certificates. Each In addition to such other legends ---------------------------- as may be required by the Company's Certificate of Incorporation or any Stock Subscription Agreement pursuant to which Registrable Securities are issued, each certificate or certificates representing shares of Restricted Stock Registrable Securities shall bear the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE ENTITLED TO THE SECURITIES ACT BENEFITS OF 1933AND ARE BOUND BY THE OBLIGATIONS SET FORTH IN A REGISTRATION AND PARTICIPATION AGREEMENT, DATED AS AMENDEDOF APRIL 30, 1998, AND ANY AMENDMENTS, SUPPLEMENTS OR ANY STATE SECURITIES LAWS MODIFICATIONS THERETO, AMONG THE COMPANY AND CANNOT BE SOLD CERTAIN STOCKHOLDERS OF THE COMPANY AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERRED TRANSFERABLE EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE ACCORDANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE PROVISIONS OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTSAND PARTICIPATION AGREEMENT, UNLESS A COPY OF WHICH IS ON FILE WITH THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE SECRETARY OF THE SECURITIES COMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS HOLDBACK PROVISIONS CONTAINED IN SECTION 3.4 OF THE REGISTRATION AND CONDITIONS PARTICIPATION AGREEMENT AND IN THE COMPANY'S ARTICLES OF A SHAREHOLDERS' AGREEMENTINCORPORATION, DATED AS WHICH PROVISIONS PROHIBIT ANY TRANSFER OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (SUCH SHARES DURING THE "COMPANY") 20 DAYS PRIOR TO AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER 180 DAYS AFTER THE EFFECTIVE DATE OF ANY REGISTRATION STATEMENT (SUBJECT TO CERTAIN LIMITED EXCEPTIONS) FILED BY THE COMPANY FOR ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY SHARES OF THE COMPANY, WITHOUT REGARD TO THE APPLICABILITY OF RULE 144 OR RULE 144A UNDER THE SECURITIES ACT."" The Company agrees that it will not issue new certificates for shares formerly representing Registrable Securities without a legend unless (a) such shares have - been sold to the public pursuant to an effective registration statement under the Securities Act or Rule 144 or (b) the requesting holder shall have delivered - to the Company an opinion of counsel in form and substance satisfactory to the Company that no such legend is required under applicable securities or other similar laws.

Legend on Stock Certificates. Each certificate certificate, if any, representing shares of Restricted Stock Shares shall bear the following legend, legend until such time as the shares Shares represented thereby are no longer subject to the provisions hereof: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 1145 OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED (THE “BANKRUPTCY CODE”), AND MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), PROVIDED THAT THE HOLDER IS NOT DEEMED TO BE AN UNDERWRITER AS SUCH TERM IS DEFINED IN SECTION 1145(B) OF THE BANKRUPTCY CODE. IF THE HOLDER IS DEEMED TO BE AN UNDERWRITER AS SUCH TERM IS DEFINED IN SECTION 1145(B) OF THE BANKRUPTCY CODE, THEN THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE SOLD, OFFERED FOR SALE, PLEDGED OR ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT HYPOTHECATED (1) PURSUANT TO (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SAID THE SECURITIES ACT OR IN COMPLIANCE WITH (B) AN AVAILABLE EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE FROM REGISTRATION UNDER THE ACTSECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. ADDITIONALLY, THIS CERTIFICATE MUST BE SURRENDERED TO THE ISSUER (THE “COMPANY”) OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT, DATED AS OF MAY 24, 2013, AS AMENDED AND MODIFIED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN OTHER PERSONS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH RESTRICTIONS HAVE BEEN SATISFIED WITH RESPECT TO ANY TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE . A COPY OF SUCH RESTRICTIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” Each certificate representing Shares of Class B Common Stock shall also include the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AUTOMATIC CONVERSION PURSUANT TO THE TERMS AMENDED AND CONDITIONS RESTATED CERTIFICATE OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER INCORPORATION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION COMPANY, A COPY OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY."”

Legend on Stock Certificates. (a) Each certificate (if any) representing shares of Restricted Common Stock beneficially owned by the Stockholders shall bear the following legend, legend until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND CANNOT MAY NOT BE SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO IN ACCORDANCE WITH THE REGISTRATION UNDER SAID ACT REQUIREMENTS OF THE SECURITIES ACT, OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY 11 U.S.C. SECTION 1145, UNDER AN ORDER CONFIRMING THE CHAPTER 11 PLAN OF REORGANIZATION FILED BY UCI HOLDINGS LLC AND CERTAIN OF ITS AFFILIATES IN THE BANKRUPTCY CASE IN THE DISTRICT OF A TRANSACTION NOT SUBJECT DELAWARE DOCKET NO. 16-11354 (MFW), INCLUDING EXHIBITS AND ALL SUPPLEMENTS, APPENDICES AND SCHEDULES THERETO, AS THE SAME MAY BE ALTERED, AMENDED OR MODIFIED FROM TIME TO SUCH REGISTRATION REQUIREMENTS, UNLESS TIME. THE COMPANY HAS RECEIVED AN OPINION HOLDER OF COUNSEL REASONABLY SATISFACTORY THIS SECURITY IS REFERRED TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER 11 U.S.C. SECTION 1145 FOR GUIDANCE AS TO THE ACTSALE OF THIS SECURITY. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VARIOUS CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON SALE, DISPOSITION OR TRANSFER AS SET FORTH IN THE TERMS AND CONDITIONS CERTIFICATE OF A SHAREHOLDERS' AGREEMENT, DATED AS INCORPORATION OF SEPTEMBER 30, 1998, AMONG GRANARIA UCI INTERNATIONAL HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") “CORPORATION”), AS AMENDED FROM TIME TO TIME (THE “CERTIFICATE OF INCORPORATION”), AND THE SHAREHOLDERS NAMED STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 30, 2016, AS PARTIES THERETO, AND IT MAY BE AMENDED FROM TIME TO TIME (THE “STOCKHOLDERS AGREEMENT”). NO REGISTRATION OR TRANSFER OF THESE SHARES WILL BE MADE ON THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION BOOKS OF THE CORPORATION UNLESS AND UNTIL SUCH AGREEMENT RESTRICTIONS SHALL BE VALID OR EFFECTIVEHAVE BEEN COMPLIED WITH. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY THE CORPORATION WILL FURNISH WITHOUT CHARGE, UPON WRITTEN REQUEST MADE BY TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS, TO EACH HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE, A COPY OF THE CERTIFICATE OF INCORPORATION AND STOCKHOLDERS AGREEMENT CONTAINING THE ABOVE-REFERENCED RESTRICTIONS ON TRANSFERS OF SHARES. THE HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE AGREES TO BE BOUND BY THE PROVISIONS OF THE STOCKHOLDERS AGREEMENT, INCLUDING RESTRICTIONS RELATING TO THE SECRETARY EXERCISE OF VOTING RIGHTS RELATED THERETO. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY."CORPORATION THAT (A) THIS SECURITY MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED BY ANY HOLDER THAT IS AN “AFFILIATE” (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE CORPORATION, OTHER THAN (I) TO THE CORPORATION OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) ACCOMPANIED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION, STATING THAT SUCH OFFER, RESELL, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND IN EACH OF CASES (I) THROUGH

Legend on Stock Certificates. Each certificate of the Select Stockholders and the Stockholders hereby agrees that the following legends (in addition to any other legend required by applicable laws) shall be written, printed or stamped on the back of all certificates representing their shares of Restricted Stock shall bear the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereofCommon Stock: "THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND CANNOT MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRANSFERRED ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SAID THE ACT OR IN COMPLIANCE WITH (2) PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE FROM REGISTRATION UNDER THE ACTACT AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERSAN AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30JUNE 8, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. 1998 (THE "COMPANYAGREEMENT") ), INCLUDING THEREIN CERTAIN RESTRICTIONS ON TRANSFER AND RIGHTS OF FIRST REFUSAL AND CO-SALE. A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER PRINCIPAL OFFICE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL COMPANY AND WILL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY FURNISHED UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANYWITHOUT CHARGE. Such certificates shall be endorsed on the front thereof as follows: "See restrictions on transfer hereof on reverse side."

Legend on Stock Certificates. Each certificate representing shares of Restricted Stock Securities which are subject to this Agreement shall bear be endorsed with a legend substantially to the following legend, until such time as the shares represented thereby are no longer subject effect (in addition to the provisions hereof: "any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT AND UNDER APPLICABLE STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN NuCO2 PARENT INC. (THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS “COMPANY”) SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL REASONABLY SATISFACTORY TO IT THAT REGISTRATION OF SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION SECURITIES UNDER THAT ACT AND UNDER THE ACTPROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, TRANSFER OR ENCUMBRANCE OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS ALSO SUBJECT TO COMPLIANCE WITH THE TERMS AND CONDITIONS OF A SHAREHOLDERS' THAT CERTAIN SECURITYHOLDERS AGREEMENT, DATED AS OF SEPTEMBER 30MAY 28, 19982008, AS SUPPLEMENTED, MODIFIED AND AMENDED FROM TIME TO TIME, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") COMPANY AND THE SHAREHOLDERS NAMED AS PARTIES STOCKHOLDERS AND OPTIONHOLDERS SIGNATORY THERETO, AND NO TRANSFER A COPY OF WHICH AGREEMENT IS AVAILABLE FOR INSPECTION DURING REGULAR BUSINESS HOURS AT THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon the completion of a public distribution of securities of the Company represented thereby) shall also bear such legend, unless the restrictions contained in Sections 3, 4, 5, 6, 7 and 8 of this Agreement are no longer in effect and, in the opinion of counsel for the Company, the Securities represented thereby need no longer be subject to the restrictions contained in Section 2 of this Agreement. The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the Securityholders and all subsequent holders of Securities who acquired the same directly or indirectly from a Securityholder in a transaction or series of transactions not involving any public offering. The Company agrees that it will not transfer on its books any certificate representing Securities in violation of the provisions of this Agreement."

Legend on Stock Certificates. Each certificate representing shares of Restricted Stock shall bear the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30APRIL 12, 19981999, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY."

Legend on Stock Certificates. Each In addition to such other legends as may be required by the Company's Certificate of Incorporation or any Stock Subscription Agreement pursuant to which Registrable Securities are issued, each certificate or certificates representing shares of Restricted Stock Registrable Securities shall bear the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE ENTITLED TO THE SECURITIES ACT BENEFITS OF 1933AND ARE BOUND BY THE OBLIGATIONS SET FORTH IN A REGISTRATION AND PARTICIPATION AGREEMENT, DATED AS AMENDEDOF MARCH 30, 1998, AND ANY AMENDMENTS, SUPPLEMENTS OR ANY STATE SECURITIES LAWS MODIFICATIONS THERETO, AMONG THE COMPANY AND CANNOT BE SOLD CERTAIN STOCKHOLDERS OF THE COMPANY AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERRED TRANSFERABLE EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE ACCORDANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE PROVISIONS OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTSAND PARTICIPATION AGREEMENT, UNLESS A COPY OF WHICH IS ON FILE WITH THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE SECRETARY OF THE SECURITIES COMPANY." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS HOLDBACK PROVISIONS CONTAINED IN SECTION 3.4 OF THE REGISTRATION AND CONDITIONS PARTICIPATION AGREEMENT AND IN THE COMPANY'S CERTIFICATE OF A SHAREHOLDERS' AGREEMENTINCORPORATION, DATED AS WHICH PROVISIONS PROHIBIT ANY TRANSFER OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (SUCH SHARES DURING THE "COMPANY") 20 DAYS PRIOR TO AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER 180 DAYS AFTER THE EFFECTIVE DATE OF ANY REGISTRATION STATEMENT (SUBJECT TO CERTAIN LIMITED EXCEPTIONS) FILED BY THE COMPANY FOR ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY SHARES OF THE COMPANY, WITHOUT REGARD TO THE APPLICABILITY OF RULE 144 OR RULE 144A UNDER THE SECURITIES ACT."" The Company agrees that it will not issue new certificates for shares formerly representing Registrable Securities without a legend unless such shares have been sold to the public pursuant to an effective registration statement under the Securities Act or Rule 144.

Legend on Stock Certificates. Each certificate representing shares of Restricted Stock Securities which are subject to this Agreement shall bear be endorsed with a legend substantially to the following legend, until such time as the shares represented thereby are no longer subject effect (in addition to the provisions hereof: "any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT AND UNDER APPLICABLE STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM ANDXXXXXXX DYNAMICS HOLDINGS, IN INC. (THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS “COMPANY”) SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL REASONABLY SATISFACTORY TO IT THAT REGISTRATION OF SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION SECURITIES UNDER THAT ACT AND UNDER THE ACTPROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, TRANSFER OR ENCUMBRANCE OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS ALSO SUBJECT TO COMPLIANCE WITH THE TERMS AND CONDITIONS OF A SHAREHOLDERS' THAT CERTAIN SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, DATED AS OF SEPTEMBER JUNE 30, 19982004, AS SUPPLEMENTED, MODIFIED AND AMENDED FROM TIME TO TIME, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (THE "COMPANY") COMPANY AND THE SHAREHOLDERS NAMED AS PARTIES STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS SIGNATORY THERETO, AND NO TRANSFER A COPY OF WHICH AGREEMENT IS AVAILABLE FOR INSPECTION DURING REGULAR BUSINESS HOURS AT THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Any stock certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon the completion of a public distribution of securities of the Company represented thereby) shall also bear such legend, unless the restrictions contained in Sections 3, 4, 5, 6, 7, 8 and 9 of this Agreement are no longer in effect and, in the opinion of counsel for the Company, the Securities represented thereby need no longer be subject to the restrictions contained in Section 2 of this Agreement. The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the Securityholders and all subsequent holders of Securities who acquired the same directly or indirectly from a Securityholder in a transaction or series of transactions not involving any public offering. The Company agrees that it will not transfer on its books any certificate representing Securities in violation of the provisions of this Agreement."

Legend on Stock Certificates. Each In addition to such other legends as may be required by the Company's Certificate of Incorporation or any Stock Subscription Agreement pursuant to which Registrable Securities are issued, each certificate or certificates representing shares of Restricted Stock Registrable Securities shall bear the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereof: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE ENTITLED TO THE SECURITIES ACT BENEFITS OF 1933AND ARE BOUND BY THE OBLIGATIONS SET FORTH IN A REGISTRATION AND PARTICIPATION AGREEMENT, DATED AS AMENDEDOF AUGUST 31, 1996, AND ANY AMENDMENTS, SUPPLEMENTS OR ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM ANDMODIFICATIONS THERETO, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS AMONG THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE AND CERTAIN STOCK HOLDERS OF THE SECURITIES COMPANY AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS HOLDBACK PROVISIONS CONTAINED IN SECTION 3.4 OF THE REGISTRATION AND CONDITIONS PARTICIPATION AGREEMENT AND IN THE COMPANY'S CERTIFICATE OF A SHAREHOLDERS' AGREEMENTINCORPORATION, DATED AS WHICH PROVISIONS PROHIBIT ANY TRANSFER OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. (SUCH SHARES DURING THE "COMPANY") 20 DAYS PRIOR TO AND THE SHAREHOLDERS NAMED AS PARTIES THERETO, AND NO TRANSFER 180 DAYS AFTER THE EFFECTIVE DATE OF ANY REGISTRATION STATEMENT (SUBJECT TO CERTAIN LIMITED EXCEPTIONS) FILED BY THE COMPANY FOR ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY SHARES OF THE COMPANY, WITHOUT REGARD TO THE APPLICABILITY OF RULE 144 OR RULE 144A UNDER THE SECURITIES ACT."" The Company agrees that it will not issue new certificates for shares formerly representing Registrable Securities without a legend unless such shares have been sold to the public pursuant to an effective registration statement under the Securities Act or Rule 144.

Legend on Stock Certificates. Each certificate (a) DHW consents to the placement of an appropriate legend evidencing the voting rights and restrictions provided for in this Proxy on the certificates representing DHW’s Shares and any certificates issued in replacement or exchange thereof or to evidence newly issued shares of Restricted Stock capital stock of the Company owned by DHW, and DHW shall bear take all actions reasonably requested by CDP or the Company to effect such placement. The restrictive legend shall be substantially in the following legend, until such time as the shares represented thereby are no longer subject to the provisions hereofform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND, IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT. ADDITIONALLY, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, AMONG GRANARIA HOLDINGS, B.V., GRANARIA INDUSTRIES, B.V., EAGLE-PICHER HOLDINGS, INC., EAGLE-PICHER INDUSTRIES, INC. SHAREHOLDER AND VOTING AGREEMENT (THE "COMPANY"“VOTING AGREEMENT”) BETWEEN CONCEPT DEVELOPMENT PARTNERS LLC AND THE SHAREHOLDERS NAMED AS PARTIES THERETODHW LEASING, L.L.C., AND AN IRREVOCABLE PROXY, EACH DATED , 2011, A COPY OF WHICH VOTING AGREEMENT AND IRREVOCABLE PROXY WILL BE DELIVERED AT NO TRANSFER COST BY GRANITE CITY FOOD & BREWERY LTD. UPON REQUEST. THE VOTING AGREEMENT AND IRREVOCABLE PROXY AFFECT THE RIGHTS OF THE SECURITIES HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING THE VOTING OF SUCH SHARES. THE RIGHTS OF THE HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE ARE SUBJECT TO THE SECRETARY ALL OF THE COMPANYTERMS AND PROVISIONS OF THE VOTING AGREEMENT AND IRREVOCABLE PROXY." (b) Such certificates shall be endorsed conspicuously on the front thereof as follows: “SEE RESTRICTIONS ON VOTING AND TRANSFER HEREOF ON REVERSE SIDE.” (c) DHW agrees to promptly surrender all certificates representing DHW’s Shares subject to this Proxy to the Company’s transfer agent for placement of the legend in accordance with this Section 2.5.