Common use of Legend Clause in Contracts

Legend. (a) Each certificate representing Shares held by the Investors shall be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate representing The Holder understands that the Warrant and the Warrant Shares held issuable upon exercise thereof will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws, and except as set forth below, the Warrant and the Warrant Shares issuable upon exercise thereof shall bear any legend as required by the Investors shall be endorsed with “blue sky” laws of any state and a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): NEITHER THIS SECURITY NOR THE SECURITIES REPRESENTED BY FOR WHICH THIS CERTIFICATE SECURITY IS EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing Shares held by shares shall bear on the Investors shall be endorsed with face thereof substantially the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED SOLD OR SOLD OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN ACCORDANCE COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, OR (III) UPON THE DELIVERY TO O2DIESEL CORPORATION (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE TRANSFEROR TO COMPANY THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT REGISTRATION AND/ OR OTHER LOAN SECURED BY SUCH SECURITIESCOMPLIANCE IS NOT REQUIRED.” (b) The legend set forth above requirements shall be removed, terminate when (i) the shares in question shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with received an opinion of counsel, counsel reasonably acceptable satisfactory to the Company, to the effect it that such sale, assignment or transfer legend is being made pursuant not required in order to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company insure compliance with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. (c) Upon termination of the legend requirements as per Section 8(b) above, the Company shall instruct its transfer agent to issue a new share certificate at no cost to the Holder without a legend limiting the sale or transfer of the shares.

Legend. (a) Each certificate representing Shares of Common Stock held by the Investors shall be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each The Units have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or if an exemption from such registration is then available with respect to such sale. To the extent such Units have been certificated, each certificate representing Shares held by evidencing Units and each certificate issued in exchange for or upon the Investors Transfer of any Units shall be endorsed stamped or otherwise imprinted with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED ON [●], AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYTHEREUNDER. THE SECURITIES ISSUABLE UPON EXERCISE REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THIS SECURITY AMERICAN ONCOLOGY NETWORK, LLC, AS IT MAY BE PLEDGED IN CONNECTION AMENDED, RESTATED, AMENDED AND RESTATED, OR OTHERWISE MODIFIED FROM TIME TO TIME, AND AMERICAN ONCOLOGY NETWORK, LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY SUCH SECURITIESAMERICAN ONCOLOGY NETWORK, LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” ” The Company shall imprint such legend on certificates (bif any) evidencing Units. The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption removed from the registration requirements of certificates (if any) evidencing any Units which cease to be Units in accordance with the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actdefinition thereof.

Legend. (aThis Warrant and all Shares issued upon exercise of this Warrant(unless registered under the Securities Act) Each certificate representing Shares held by the Investors shall be endorsed stamped or imprinted with a legend in substantially the following legendform: “THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL ACT. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE IN FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYTHAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESThe Company need not register a transfer of this Warrant or the Warrant Shares unless the conditions specified in such legend are satisfied. Subject to the foregoing transfer restrictions set forth in this Section, this Warrant is transferable, in whole or in part, on the books of the Company, upon surrender of this Warrant to the Company, together with a written assignment duly executed by the Holder.” (bi) The legend set forth above shall be removedNotwithstanding the foregoing, the restrictions imposed upon the transferability of this Warrant and the Company Warrant Shares shall issue a certificate without such legend cease and terminate as to the transferee this Warrant or any particular shares of the Shares represented thereby, if, unless otherwise required by state securities lawscapital stock when, (i) such Warrant or Warrant Shares shall have been sold under an effective registration statement effectively registered under the Securities Act, 1933 Act and sold by the holder thereof in accordance with such registration or (ii) counsel for Holder provides an opinion, in connection with a sale, assignment or other transfer, such holder provides form and substance reasonably satisfactory to the Company with (or in lieu of an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder Holder provides the Company with reasonable assurance other evidence satisfactory to the Company), that such restrictions are no longer required in order to ensure compliance with the 1933 Act. If and whenever the restrictions imposed hereunder shall terminate as to this Warrant (or to any Warrant Shares) as hereinabove provided, Holder may and the Company shall, as promptly as practicable upon the request of Holder and at the Company's expense, cause to be stamped or otherwise imprinted upon this Warrant or such shares of capital stock a legend in substantially the following form: "The restrictions on the transferability of [this] [these] [Warrant] [securities] terminated on _______________, _____, and are of no further force or effect" or take such other action as to effectively remove the restrictions on the transferability of the Warrant and the Warrant Shares. Any Warrant issued upon the split-up, combination, exchange, substitution, transfer or loan of the Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed hereunder shall terminate as to any Warrant or as to any shares of capital stock, as hereinabove provided, the Holder thereof shall be entitled to receive from the Company without expense, a new Warrant or new shares of capital stock not bearing the restrictive legend set forth hereon or above, respectively. (j) The Company shall cause all Warrant Shares covered by a valid registration statement to be listed on any securities exchange upon which the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actthen listed.

Legend. (a) Each certificate representing Shares held by the Investors Securities shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legend: form (in addition to any legend required by applicable state securities or “blue sky” laws): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH THE SECURITIES.” 1. Certificates evidencing the Conversion Shares and Warrant Shares shall not contain any legend (b) The including the legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities lawsin Section 10.1 hereof), (i) such Shares have been sold under an effective while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iiiii) following any sale of such holder provides the Company with reasonable assurance that the Conversion Shares are being sold, assigned or transferred Warrant Shares pursuant to Rule 144, or (iii) if such Conversion Shares or Warrant Shares are eligible for sale under Rule 144 by the Purchaser without limitation as to volume or Rule 144A manner of sale, or (iv) if such legend is not required under applicable requirements of the Securities ActAct (including judicial interpretations and pronouncements issued by the Staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the effective date of a registration statement covering such Conversions Shares or Warrant Shares, if required by the Company’s transfer agent, to effect the removal of the legend hereunder. If all or any portion of the Preferred Shares or a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Conversion Shares or the Warrant Shares, such Conversions Shares and Warrant Shares, as the case may be, shall be issued free of all legends. The Company agrees that following the effective date of the registration statement covering Conversion Shares or Warrant Shares or at such time as such legend is no longer required under this Section 10.1, it will, no later than five (5) Trading Days following the delivery by the Purchaser to the Company or the Company’s transfer agent of a certificate representing Conversion Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such date, the “Delivery Date”), deliver or cause to be delivered to the Purchaser a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Whenever a certificate representing the Conversion Shares or Warrant Shares is required to be issued to the Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to the Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. (a) Each certificate representing The Warrant Shares held to be acquired by the Investors shall Holder pursuant hereto, may not be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED sold or transferred unless (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (iA) such Shares have been shares are sold under pursuant to an effective registration statement under the Securities Act, or (iiB) in connection with a sale, assignment or other transfer, such holder provides the Company or its transfer agent shall have been furnished with an opinion of counselcounsel (which opinion shall be in form, reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that such sale, assignment the shares to be sold or transfer is being made transferred may be sold or transferred pursuant to an exemption from such registration or (C) such shares are sold or transferred pursuant to Rule 144 under the registration requirements Securities Act (or a successor rule) (“Rule 144”) or (D) such shares are sold or transferred outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, or (iiiE) such holder provides shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with reasonable assurance that this Section 3(g). Except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as the Warrant Shares are being soldissuable upon exercise of the Warrant have been registered under the Act, assigned or transferred otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Warrant Shares that has not been so included in an effective registration statement or Rule 144A under that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the Securities Actlegend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION.

Legend. (a) Each certificate representing the Preferred Shares, the Common Shares, the Warrants and Warrant Shares held by the Investors and if appropriate, securities issued upon conversion or exercise thereof, shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legend: form (in addition to any legend required by applicable state securities or “THE blue sky” laws): “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” Each certificate representing the Preferred Shares, the Common Shares, the Warrants and Warrant Shares and if appropriate, securities issued upon conversion or exercise thereof, if such securities are being offered to Purchasers in reliance upon Regulation S, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to 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 (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE AND OPINION ARE REASONABLY ACCEPTABLE SATISFACTORY TO THE COMPANY. , THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ISSUABLE UPON EXERCISE OF ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS SECURITY CERTIFICATE MAY NOT BE PLEDGED CONDUCTED UNLESS IN CONNECTION COMPLIANCE WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESTHE SECURITIES ACT.” (b) ” The Company agrees to reissue certificates representing any of the Conversion Shares or the Warrant Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall be removed, and give written notice to the Company shall issue a certificate without describing the manner and terms of such legend to sale and removal as the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, Company may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with has received an opinion of counsel, counsel reasonably acceptable satisfactory to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Conversion Shares or the Warrant Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Company with the Commission and has become effective under the Securities Act, or (iii) the Company has received other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides the Company with reasonable assurance assurances that the Shares are being sold, assigned or transferred such security can be sold pursuant to Rule 144 or Rule 144A 144(i) under the Securities Act; and (b) either (i) the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Company will respond to any such notice from a holder within five (5) business days. In the case of any proposed transfer under this Section 5.1, the Company will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Company. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without a legend, in lieu of delivering physical certificates representing the Conversion Shares or the Warrant Shares (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares and Conversion Shares is then in effect), the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with the DTC through its DWAC system (to the extent not inconsistent with any provisions of this Agreement).

Legend. (ai) Each certificate representing Shares held by Purchaser understands that the Investors Securities shall be endorsed with bear a restrictive legend in substantially the following legend: form (and a stop transfer order may be placed against transfer of the certificates for the Securities): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OFFERED, SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESTHOSE LAWS.” (bii) The legend set forth above Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Shares have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates or book-entry shares representing the Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates or book-entry shares shall be removedfree of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company shall issue agrees to authorize the removal of, any legend from such Securities, following the delivery by a certificate without such legend Purchaser to the transferee Company or the Company’s transfer agent of the Shares represented thereby, if, unless otherwise required by state securities laws, a legended certificate representing such Securities: (i) following any sale of such Shares have been sold under an effective registration statement under the Securities Actpursuant to Rule 144, (ii) in connection with if such Securities are eligible for sale under Rule 144(b)(1), or (iii) following the time that the Registration Statement is declared effective. If a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer legend removal request is being made pursuant to the foregoing, the Company will, no later than two business days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive legends or an exemption equivalent book-entry position, as requested by the Purchaser. Certificates for Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Securities in accordance with Section 3.2(l)(ii), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 3.2(l)(ii) is predicated upon the Company’s reliance that such Purchaser will sell any such Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actan exemption therefrom.

Legend. (a) Each certificate The Holder understands that until such time as the resale of the Conversion Shares have been registered under the Securities Act of 1933, as amended, the stock certificates representing Shares held the Conversion Shares, except as set forth below, shall bear any legend as required by the Investors shall be endorsed with "blue sky" laws of any state and a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM, RULE 144 OR IN A TRANSACTION NOT SUBJECT TORULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH THE SECURITIES.” (b) . The legend set forth above shall be removed, removed and the Company shall issue a certificate without such legend to the transferee holder of the Shares represented therebysecurities upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement securities are registered for resale under the Securities 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably in a generally acceptable to the Companyform, to the effect that such sale, assignment or transfer is being of the Securities may be made pursuant to an exemption from without registration under the registration applicable requirements of the Securities 1933 Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.144A.

Legend. (a) Each certificate All certificates representing Shares the Equity Securities held by the Investors each Stockholder shall be endorsed with bear a legend substantially in the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT B) PURSUANT TO AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER THEREUNDER. THE SECURITIES ACT OR PURSUANT HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS BE BOUND BY ALL OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION PROVISIONS OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESSTOCKHOLDERS AGREEMENT.” (b) The legend set forth above shall be removed, and Upon the Company shall issue a certificate without such legend permitted sale of any Equity Securities pursuant to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment Act or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A (ii) another exemption from registration under the Securities ActAct or upon the termination of this Agreement, the certificates representing such Equity Securities shall be replaced, at the expense of the Company, with certificates or instruments not bearing the legends required by this Section 3.6; provided that the Company may condition such replacement of certificates under clause (ii) upon the receipt of an opinion of securities counsel reasonably satisfactory to the Company.

Legend. (a) Each certificate Certificates representing Shares held by shares of Restricted Stock issued pursuant to this Agreement shall, until all Restrictions lapse or are removed and new certificates are issued pursuant to Section 3.4, bear the Investors following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING REQUIREMENTS AND MAY BE SUBJECT TO REACQUISITION BY THE COMPANY UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND BETWEEN GOLDEN TELECOM, INC. (THE “COMPANY”) AND THE REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT.” (b) Unless and until such shares are registered under the Securities Act of 1933, Certificates representing shares of Restricted Stock issued pursuant to this Agreement also shall be endorsed with bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE, ANDHYPOTHECATION, ACCORDINGLY, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESACT.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate All certificates or book entries, as the case may be, representing Shares the Equity Securities held by the Investors each Stockholder shall be endorsed with bear a legend substantially in the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED [CERTIFICATE][BOOK ENTRY] ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES COMMISSION REPRESENTED BY THIS [CERTIFICATE][BOOK ENTRY] MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM SUCH STOCKHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT B) PURSUANT TO AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER THEREUNDER. THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS HOLDER OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED REPRESENTED BY A LEGAL OPINION THIS [CERTIFICATE][BOOK ENTRY], BY ACCEPTANCE OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT.” (b) The legend set forth above shall be removed, and Upon the Company shall issue sale of any Equity Securities to a certificate without such legend person other than a Permitted Transferee pursuant to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment Act or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActAct or (ii) another exemption from registration under the Securities Act or upon the termination of this Agreement, the certificates or book entries representing such Equity Securities shall be replaced, at the expense of the Company, with certificates or book entries not bearing the legends required by this Section 4.5; provided that the Company may condition such replacement of certificates or book entries under clause (ii) upon the receipt of an opinion of securities counsel reasonably satisfactory to the Company.

Legend. (a) Each certificate representing The Warrant Shares held to be acquired by the Investors shall Holder pursuant hereto, may not be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED sold or transferred unless (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (iA) such Shares have been securities are sold under pursuant to an effective registration statement under the Securities Act, or (iiB) in connection with a sale, assignment or other transfer, such holder provides the Company or its transfer agent shall have been furnished with an opinion of counselcounsel (which opinion shall be in form, reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that such sale, assignment the securities to be sold or transfer is being made transferred may be sold or transferred pursuant to an exemption from such registration or (C) such securities are sold or transferred pursuant to Rule 144 under the registration requirements Securities Act (or a successor rule) (“Rule 144”) or (D) such shares are sold or transferred outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, or (iiiE) such holder provides shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with reasonable assurance that this Section 3(e). Except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as the Warrant Shares are being soldissuable upon exercise of the Warrant have been registered under the Act, assigned or transferred otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Warrant Shares that has not been so included in an effective registration statement or Rule 144A under that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the Securities Actlegend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION.

Legend. (a) Each certificate representing Shares the shares of Common Stock held by the Investors shall be endorsed with the following legend: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OR PURSUANT TO ACT, (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTCOUNSEL, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. , THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (C) REASONABLE ASSURANCE HAVING BEEN PROVIDED TO THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT COMPANY THAT SUCH OFFER, SALE, ASSIGNMENT OR OTHER LOAN SECURED BY SUCH SECURITIESTRANSFER IS BEING MADE PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate All certificates representing Shares the shares of Common Stock held by the Investors each Stockholder shall be endorsed with bear a legend substantially in the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT B) PURSUANT TO AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER THEREUNDER. THE SECURITIES ACT OR PURSUANT HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS BE BOUND BY ALL OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION PROVISIONS OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESSTOCKHOLDERS AGREEMENT.” (b) The legend set forth above shall be removed, and Upon the Company shall issue a certificate without such legend permitted sale of any shares of Common Stock pursuant to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment Act or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A (ii) another exemption from registration under the Securities ActAct or upon the termination of this Agreement, the certificates representing such shares of Common Stock shall be replaced, at the expense of the Company, with certificates or instruments not bearing the legends required by this Section 7.3 provided that the Company may condition such replacement of certificates under the foregoing clause (ii) upon the receipt of an opinion of securities counsel reasonably satisfactory to the Company.

Legend. (a) Each certificate representing The Warrant Shares held to be acquired by the Investors Warrant Holder pursuant hereto, may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration or offering statement under the Securities Act, or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be endorsed with in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) or other evidence reasonably satisfactory to the Company to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration. Except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as the Warrant Shares issuable upon exercise of the Warrant have been registered under the Act, otherwise may be sold pursuant to Rule 144 or otherwise without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Warrant Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following legendform, as appropriate: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH WERE OFFERED AND SOLD TO THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM HOLDER WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED, OR SOLD HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMLAWS, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL AN OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESCOMPANY THAT REGISTRATION IS NOT REQUIRED.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate representing Shares held by the Investors Holder shall be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate The Investor agrees that all certificates or other instruments representing the Common Shares held by subject to the Investors Transaction Documents shall be endorsed with bear a legend substantially to the following legend: “effect, until such time as they are not required under Section 3.11(b): (i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE INSTRUMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE OFFERED TRANSFERRED, SOLD OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROMFROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, OR IN A TRANSACTION NOT SUBJECT TODATED AS OF NOVEMBER 4, 2010, COPIES OF WHICH ARE ON FILE WITH THE REGISTRATION REQUIREMENTS SECRETARY OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESISSUER.” (b) The legend set forth above shall be removedUpon request of the Investor, and upon receipt by the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable counsel to the Company, Investor reasonably satisfactory to the Company to the effect that such salelegend is no longer required under the Securities Act or applicable state laws, assignment as the case may be, the Company shall promptly cause clause (i) of the legend to be removed from any certificate for any Common Shares to be so transferred and clause (ii) of the legend shall be removed upon the expiration of such transfer and other restrictions set forth in this Agreement. The Investor acknowledges that the Common Shares have not been registered under the Securities Act or transfer is being made pursuant to an exemption from under any state securities laws and agrees that it shall not sell or otherwise dispose of any of the Common Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActAct and any other applicable securities laws.

Legend. (a) Each certificate representing The Warrant Shares held to be acquired by the Investors Warrant Holder pursuant hereto, may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration or offering statement under the Securities Act, or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be endorsed with in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) or other evidence reasonably satisfactory to the Company to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration. Except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as the Warrant Shares issuable upon exercise of the Warrant have been registered under the Act, otherwise may be sold pursuant to Rule 144 or otherwise without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Warrant Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following legendform, as appropriate: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR ANY STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE “SECURITIES ACT”), AND, ACCORDINGLY, SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESAMENDED.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. The Payee understands that the Common Stock issuable upon conversion of this Note will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and may not be sold, pledged, assigned or transferred and must be held indefinitely in the absence of (ai) Each certificate representing Shares held by an effective registration statement under the Investors 1933 Act and applicable state securities laws with respect thereto or (ii) an opinion of counsel satisfactory to the Company that such registration is not required. The stock certificates for the Common Stock issuable upon conversion of this Note shall be endorsed with bear the following legend: “or similar legend (in addition to such other restrictive legends as are required or deemed advisable under any applicable law or any other agreement to which the Company is a party): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), ANDOR ANY STATE SECURITIES LAWS, ACCORDINGLY, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, ASSIGNED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR TO COMPANY STATING THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESTRANSACTION IS EXEMPT FROM REGISTRATION.” (b) " The legend set forth above shall be removed, and Payee consents to the Company shall issue making a certificate without such legend notation on its records or giving instructions to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or any transfer is being made pursuant to an exemption from the registration requirements agent of the Securities Act, or (iii) such holder provides in order to implement the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actrestrictions on transfer set forth and described herein.

Legend. (a) Each certificate All certificates representing Shares the shares of Common Stock held by the Investors each Shareholder shall be endorsed with bear a legend substantially in the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ARE SUBJECT TO A SHAREHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM SUCH SHAREHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT B) PURSUANT TO AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER THEREUNDER. THE SECURITIES ACT OR PURSUANT HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS BE BOUND BY ALL OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION PROVISIONS OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESSHAREHOLDERS AGREEMENT.” (b) The legend set forth above shall be removed, and Upon the Company shall issue a certificate without such legend permitted sale of any shares of Common Stock pursuant to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement Registration Statement under the Securities Act, (ii) in connection with a sale, assignment Act or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A (ii) another exemption from registration under the Securities ActAct or upon the termination of this Agreement, the certificates representing such shares of Common Stock shall be replaced, at the expense of the Company, with certificates or instruments not bearing the legends required by this Section 6.3 provided that the Company may condition such replacement of certificates under the foregoing clause (ii) upon the receipt of an opinion of securities counsel reasonably satisfactory to the Company.

Legend. (a) Each The Units have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or if an exemption from such registration is then available with respect to such sale. To the extent such Units have been certificated, each certificate representing Shares held by evidencing Units and each certificate issued in exchange for or upon the Investors Transfer of any Units shall be endorsed stamped or otherwise imprinted with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED ON [ ], AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYTHEREUNDER. THE SECURITIES ISSUABLE UPON EXERCISE REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THIS SECURITY AMERICAN ONCOLOGY NETWORK, LLC, AS IT MAY BE PLEDGED IN CONNECTION AMENDED, RESTATED, AMENDED AND RESTATED, OR OTHERWISE MODIFIED FROM TIME TO TIME, AND AMERICAN ONCOLOGY NETWORK, LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY SUCH SECURITIESAMERICAN ONCOLOGY NETWORK, LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” ” The Company shall imprint such legend on certificates (bif any) evidencing Units. The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption removed from the registration requirements of certificates (if any) evidencing any Units which cease to be Units in accordance with the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actdefinition thereof.

Legend. (a) Each certificate representing The Holder agrees to the imprinting of a legend on any of the Shares held by the Investors shall be endorsed with issuable upon exercise hereof in the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYCORPORATION. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.” . Notwithstanding the foregoing, certificates evidencing this Warrant or the Shares issuable upon exercise hereof shall not contain any legend (b) The including the legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities lawsabove), (i) such Shares have been sold under an effective while a registration statement covering the resale of such security is effective under the Securities Act, (ii) in connection with a salefollowing any sale of this Warrant or such Shares issuable upon exercise hereof pursuant to Rule 144, assignment (iii) if this Warrant or other transfersuch Shares issuable upon exercise hereof are eligible for sale under Rule 144, such holder provides without the requirement for the Company to be in compliance with an opinion of counselthe current public information required under Rule 144 as to this Warrant or such Shares issuable upon exercise hereof and without volume or manner-of-sale restrictions, reasonably acceptable to the Company, to the effect that or (iv) if such sale, assignment or transfer legend is being made pursuant to an exemption from the registration not required under applicable requirements of the Securities Act, or Act (iii) such holder provides including judicial interpretations and pronouncements issued by the Company with reasonable assurance that staff of the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActCommission).

Legend. Each Purchaser agrees to the placement on certificates representing Shares, Warrants and Warrant Shares of a legend (athe “Private Placement Legend”) Each certificate representing Shares held by the Investors shall be endorsed with the following legendsubstantially as set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAW, ACCORDINGLY, AND MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESLAWS.” (ba) The legend set forth above Private Placement Legend shall be removed, and the Company shall issue a removed from any such certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, if (i) such Shares have been the securities represented thereby are sold under pursuant to an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides there is delivered to the Company with such satisfactory evidence, which may include an opinion of counsel, as reasonably acceptable to may be requested by the Company, to confirm that neither such legend nor the effect restrictions on transfer set forth therein are required to ensure that transfers of such sale, assignment or transfer is being made pursuant to an exemption from securities will not violate the registration and prospectus delivery requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred securities represented thereby may be resold pursuant to Rule 144 or Rule 144A 144(k) promulgated under the Securities Act. (b) The certificates representing the Shares shall also bear a legend substantially as set forth below: THIS CERTIFICATE ALSO EVIDENCES A BENEFICIAL INTEREST IN AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN COTELLIGENT, INC. (THE “COMPANY”) AND EQUISERVE TRUST COMPANY, N.A. (AS SUCCESSOR TO BANKBOSTON, N.A.) (THE “RIGHTS AGENT”), DATED AS OF SEPTEMBER 24, 1997, AS AMENDED BY AMENDMENT NO. 1 TO RIGHTS AGREEMENT, DATED AS OF JUNE 13, 2002 (THE “RIGHTS AGREEMENT”), AND AS THE SAME MAY BE AMENDED FROM TIME TO TIME, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND BENEFICIAL INTERESTS THEREIN WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. (c) No other legends shall be placed on such certificates without the consent of the Purchasers.

Legend. (a) Each certificate representing Shares held by the Investors Restricted Securities shall be endorsed with the following legendlegends and such other legends as may be required by applicable state securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION THEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR ANY STATE SECURITIES LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN MAY NOT BE OFFERED SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR SOLD OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, OR IN A TRANSACTION NOT SUBJECT TOAS AMENDED, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (ii) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A STOCKHOLDERS AGREEMENT, DATED AS EVIDENCED OF JULY 19, 2002. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO HOLDER HEREOF AT THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE 'S PRINCIPAL PLACE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESBUSINESS WITHOUT CHARGE.” (b) The legend regarding the status of the Restricted Securities under the Securities Act set forth above shall be removed, removed and the Company shall issue a certificate without such legend to the transferee holder of the Shares represented therebyRestricted Securities upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective a registration statement with respect to such Restricted Securities shall have become effective under the Securities Act, and such Restricted Securities shall have been disposed of in accordance with such registration statement, (ii) in connection with a sale, assignment Transfer permitted under or other transfermade in compliance with this Agreement, such holder provides the Company Company, at the Company's expense, with an opinion of counsel, reasonably in a generally acceptable to the Companyform, to the effect that such a public sale, assignment or transfer is being of the Restricted Securities may be made pursuant to an exemption from the without registration requirements of under the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred Restricted Securities can be sold pursuant to Rule 144 or Rule 144A under the Securities ActAct without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. (c) The legend regarding the applicability of this Agreement to the Restricted Securities set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Restricted Securities upon which it is stamped, if the Restricted Securities have been Transferred pursuant to a Permitted Transfer (other than a Permitted Transfer to a Permitted Transferee, pursuant to the Investor Rights Agreement or pursuant to Section 2.03).

Legend. (a) Each certificate representing Shares of Common Stock held by the Investors shall be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO ACT, (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTCOUNSEL, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. , THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (C) REASONABLE ASSURANCE HAVING BEEN PROVIDED TO THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT COMPANY THAT SUCH OFFER, SALE, ASSIGNMENT OR OTHER LOAN SECURED BY SUCH SECURITIESTRANSFER IS BEING MADE PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate representing evidencing Subject Shares held by and each certificate issued in exchange for or upon the Investors Transfer of any Subject Shares shall be endorsed stamped or otherwise imprinted with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT AN EXEMPTION FROM REGISTRATION THEREUNDER.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AVAILABLE EXEMPTION FROMA STOCKHOLDERS AGREEMENT, OR DATED AS OF [_____], 2014, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER OF SUCH SECURITIES (THE “COMPANY”)), AND BY ACCEPTING ANY INTEREST IN A TRANSACTION NOT SUBJECT TO, SUCH SECURITIES THE REGISTRATION REQUIREMENTS PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE SECURITIES ACT PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT, INCLUDING CERTAIN VOTING AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESTRANSFER RESTRICTIONS SET FORTH THEREIN.” (b) The legend set forth above If any Subject Shares shall be removedbecome transferable under the Act, and upon written request of the holder thereof, the Company shall issue to such holder a new certificate evidencing such Subject Shares without the first paragraph of the legend required by Section 7(a) endorsed thereon. The Company may request that the holder provide an opinion of legal counsel reasonably acceptable to it stating that such legend Subject Shares are freely transferable under the Act. If any Subject Shares cease to be subject to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, restrictions on Transfer and all other obligations set forth in this Agreement (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) including in connection with a saleSection 6(a)(iv) or Section 10 hereof), assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable shall issue to each holder a new certificate evidencing such Subject Shares without the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements second paragraph of the Securities Act, or (iiilegend required by Section 7(a) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actendorsed thereon.

Legend. (a) Each certificate All certificates and ownership statements representing Shares the Equity Securities held by the Investors each Participant shall be endorsed with bear a legend substantially in the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED [CERTIFICATE/STATEMENT] ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES COMMISSION FOR WHICH BOOK ENTRY IS MADE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT B) PURSUANT TO AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER THEREUNDER. THE SECURITIES ACT OR PURSUANT HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS [CERTIFICATE/STATEMENT], AGREES TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS BE BOUND BY ALL OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION PROVISIONS OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESSTOCKHOLDERS AGREEMENT.” (b) The legend set forth above shall be removed, and Upon the Company shall issue a certificate without such legend permitted sale of any Equity Securities pursuant to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities ActSection 3.1(a)(B), (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, Alternative Transfer Protocol under Section 3.5 or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A another exemption from registration under the Securities ActAct or upon the termination of this Agreement, the certificates or ownership statements representing such Equity Securities shall be replaced, at the expense of the Company, with certificates or instruments not bearing the legends required by this Section 3.4; provided that the Company may condition such replacement of certificates or ownership statements under clause (ii) upon the receipt of an opinion of securities counsel reasonably satisfactory to the Company; provided further that the legend shall be retained in the case of Transfers to a Permitted Transferee as defined in Section 3.1.

Legend. (a) Each certificate representing Shares and/or Underlying Shares held by the Investors Investor shall be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares and/or Underlying Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares and/or Underlying Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares and/or Underlying Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate representing the Shares held by the Investors shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legendform (in addition to any legend required by applicable state securities or “blue sky” laws) until such legend may be removed as provided in subsection (b) below: “THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR IF APPLICABLE, STATE SECURITIES ACT”), AND, ACCORDINGLY, LAWS. THESE SHARES OF COMMON STOCK MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED (A) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES OF COMMON STOCK UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMSCORE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED OR (B) UNLESS SOLD PURSUANT TO RULE 144 PROMULGATED UNDER SUCH ACT. THE TRANSFEROR SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO SUCH EFFECTCERTAIN RESTRICTIONS ON TRANSFER AND A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING AS SET FORTH IN THE PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE XXXXXXX COMPANY (US), THE SUBSTANCE LLC, A COPY OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESOBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.” (b) The Company agrees to reissue certificates representing any of the Shares, without the legend set forth above above, if at such time, prior to making any transfer of any such Shares, such holder thereof shall be removed, and give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request; provided that such legends shall issue a certificate without not be removed and such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, proposed transfer will not be effected until: (i) such Shares have been sold under an effective registration statement shares of Common Stock are registered under the Securities Act, ; (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably counsel acceptable to the Company, Company to the effect that such a public sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the shares of Common Stock may be made without registration under the Securities Act, Act and applicable state securities or “blue sky” laws; or (iii) such holder provides the Company transfer is in compliance with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities ActAct and Sections 3.1 and 3.2 of this Agreement and is pursuant to an ordinary brokerage transaction over an exchange on which the Company’s common stock is listed. In the case of any proposed transfer under this section, the Company shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to general service of process in any state where it is not then subject. The restrictions on transfer contained in this section shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. (a) Each certificate representing Shares held by the Investors shall The Securities will be endorsed imprinted with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed. Provided, and that the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a saleany sale under the Initial Registration Statement or Rule 144, assignment or other transfer, such holder provides promptly (and in any event within five (5) Business Days after receipt by the Company with an opinion of counsela request therefor accompanied by all reasonably required documentation) deliver, reasonably acceptable or cause to the Companybe delivered, to the effect Investor either new certificate(s) or book-entry shares representing the Securities that such saleare free from all restrictive and other legends or, assignment or transfer is being made pursuant to an exemption from at the registration requirements request of the Securities ActInvestor, or (iii) such holder provides via DWAC transfer to the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActInvestor’s account.

Legend. (a) Each certificate representing Shares held by The Investor agrees that the Investors shall be endorsed with Notes will bear a legend substantially to the following legendeffect: “THIS NOTE AND THE SECURITIES REPRESENTED BY ISSUEABLE UPON CONVERSION OF THIS CERTIFICATE NOTE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE OFFERED TRANSFERRED, SOLD OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, FROM REGISTRATION UNDER SUCH ACT OR IN A TRANSACTION NOT SUCH LAWS. THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 21, 2008, BETWEEN THE ISSUER OF THIS NOTE AND THE INVESTOR REFERRED TO SUCH EFFECTTHEREIN, THE SUBSTANCE A COPY OF WHICH SHALL BE REASONABLY ACCEPTABLE TO IS ON FILE WITH THE COMPANYISSUER. THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS SECURITY INSTRUMENT MAY NOT BE PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT IN CONNECTION COMPLIANCE WITH A BONA FIDE MARGIN ACCOUNT SAID AGREEMENT. ANY SALE OR OTHER LOAN SECURED BY SUCH SECURITIESTRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.” (b) The legend set forth above shall be removed, and ” In the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, event that (i) such the Notes or any Shares have been sold become registered under an effective registration statement the Securities Act or (ii) Shares are eligible to be transferred without restriction in accordance with Rule 144 under the Securities Act, the Company shall (iisubject to the receipt of any evidence reasonably required by the Company) in connection with a sale, assignment issue new certificates or other transferinstruments representing such Note or Shares, which shall not contain such holder provides portion of the above legend that is no longer applicable; provided that the Investor surrenders to the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment previously issued certificates or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actother instruments.

Legend. (a) Each certificate representing Shares held Securities shall (unless otherwise permitted by the Investors shall provisions of this Agreement) be endorsed stamped or otherwise imprinted with legends substantially similar to the following legend: “THE (in addition to any legend required under applicable state securities laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE SECURITIES ACT”), AND, ACCORDINGLY, LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES UNDER SAID ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAW OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO EFFECTUATE SUCH EFFECTTRANSACTION. THE SALE, THE SUBSTANCE TRANSFER OR PLEDGE OF WHICH SHALL BE REASONABLY ACCEPTABLE THIS CERTIFICATE ARE SUBJECT TO THE COMPANY. TERMS AND CONDITIONS OF A CERTAIN PURCHASER RIGHTS AGREEMENT BETWEEN THE SECURITIES ISSUABLE UPON EXERCISE COMPANY AND CERTAIN HOLDERS OF THIS SECURITY ITS SECURITIES, AS THE SAME MAY BE PLEDGED AMENDED AND IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY EFFECT FROM TIME TO TIME. COPIES OF SUCH SECURITIESAGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” (b) The legend set forth above Company shall be removed, and obligated to reissue promptly unlegended certificates at the Company request of any Purchaser if the Purchaser shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with obtained an opinion of counsel, counsel at such Purchaser's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company, Company to the effect that such salethe securities proposed to be disposed of may lawfully be so disposed of without registration, assignment qualification or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actlegend.

Legend. (a) Each certificate representing Shares Securities held by the Investors shall be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate The Warrant and the certificates representing Warrant Shares held by the Investors shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legend: form (in addition to any legend required by applicable state securities or “blue sky” laws): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH THE SECURITIES.” 1. Certificates evidencing the Warrant Shares shall not contain any legend (b) The including the legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities lawsin Section 10.1 hereof), (i) such Shares have been sold under an effective while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iiiii) following any sale of such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144, or (iii) if such Warrant Shares are eligible for sale under Rule 144 by the Lender without limitation as to volume or Rule 144A manner of sale, or (iv) if such legend is not required under applicable requirements of the Securities ActAct (including judicial interpretations and pronouncements issued by the Staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the effective date of a registration statement covering such Warrant Shares, if required by the Company’s transfer agent, to effect the removal of the legend hereunder. If all or any portion of the Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, such Warrant Shares, as the case may be, shall be issued free of all legends. The Company agrees that following the effective date of the registration statement covering Warrant Shares or at such time as such legend is no longer required under this Section 10.1, it will, no later than five (5) Trading Days following the delivery by the Lender to the Company or the Company’s transfer agent of a certificate representing Warrant Shares, as the case may be, issued with a restrictive legend (such date, the “Delivery Date”), deliver or cause to be delivered to the Lender a certificate representing such securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Whenever a certificate representing the Warrant Shares is required to be issued to the Lender without a legend, in lieu of delivering physical certificates representing the Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares to the Lender by crediting the account of such Lender’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. (a) Each certificate representing All certificates evidencing Shares held by the Investors acquired under this Agreement in an unregistered transaction shall be endorsed with bear the following legend: restrictive legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST. SUCH AGREEMENT IMPOSES CERTAIN TRANSFER RESTRICTIONS AND GRANTS CERTAIN REPURCHASE RIGHTS TO THE COMPANY (OR ITS ASSIGNS) UPON THE SALE OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY, A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS CERTIFICATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (OR THE “SECURITIES ACT”)LAWS OF ANY STATE, AND, ACCORDINGLY, AND MAY NOT BE OFFERED OR AND SOLD EXCEPT ONLY IF REGISTERED AND QUALIFIED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS RELEVANT PROVISIONS OF THE SECURITIES ACT FEDERAL AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECTCOMPANY AND ITS COUNSEL, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESLAWS IS NOT REQUIRED.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each Except as otherwise provided in this Section 5(b), each certificate representing for Warrant Shares held by initially issued upon the Investors exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be endorsed stamped or otherwise imprinted with a legend in substantially the following legend: form (the “Securities Act Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAWS, ACCORDINGLYAND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSECURITIES. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” The Warrant Shares shall not contain any legend (b) The legend set forth above shall be removed, and including the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, Securities Act Legend): (i) such Shares have been sold under an effective while a registration statement covering the resale of such security is effective under the Securities Act, (ii) if such Warrant Shares are eligible for sale under Rule 144 (including upon exercise of such Warrants in connection accordance with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities ActSection 1(d) herein), or (iii) if such holder provides legend is not required under applicable requirements of the Company with reasonable assurance that Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). If all or any portion of this Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, or if such Warrant Shares are being sold, assigned or transferred pursuant to may be sold under Rule 144 or Rule 144A if such legend is not otherwise required under applicable requirements of the Securities ActAct (including judicial interpretations and pronouncements issued by the staff of the SEC) then such Warrant Shares shall be issued free of any Securities Act Legend. The Company agrees that following such time as such legend is no longer required under this Section 5(b) and upon the request of the Holder, the Company will, no later than three (3) Trading Days following the delivery by a Holder to the Company of Warrant Shares issued with a Securities Act Legend deliver or cause to be delivered to such Holder Warrant Shares free from any Securities Act Legend. The Company will use its best efforts, including delivering an opinion to the Transfer Agent at its own expense, to ensure any legend (including the Securities Act Legend) is removed in accordance with this Section 5(b).

Legend. (a) Each certificate Investor agrees that all certificates or other instruments representing Shares held by the Investors shall be endorsed with Purchased Securities will bear a legend substantially to the following legendeffect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE INSTRUMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE OFFERED TRANSFERRED, SOLD OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, FROM REGISTRATION UNDER SUCH ACT OR IN A TRANSACTION NOT SUCH LAWS. THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO, TO THE REGISTRATION REQUIREMENTS RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF THE STOCK PURCHASE AGREEMENT, DATED FEBRUARY 9, 2012, AS AMENDED FROM TIME TO TIME, AMONG THE ISSUER OF THESE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY THE INVESTORS REFERRED TO THEREIN, A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE COPY OF WHICH SHALL BE REASONABLY ACCEPTABLE TO IS ON FILE WITH THE COMPANYISSUER. THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS SECURITY INSTRUMENT MAY NOT BE PLEDGED SOLD OR OTHERWISE TRANSFERRED EXCEPT IN CONNECTION COMPLIANCE WITH A BONA FIDE MARGIN ACCOUNT SAID AGREEMENT. ANY SALE OR OTHER LOAN SECURED BY SUCH SECURITIESTRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.” (b) The legend set forth above shall be removed, and ” In the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, event that (i) such Shares have been sold any Purchased Securities become registered under an effective registration statement the Securities Act or (ii) Purchased Securities are eligible to be transferred without restriction in accordance with Rule 144 under the Securities Act, (ii) in connection with a sale, assignment the Company shall issue new certificates or other transferinstruments representing such Purchased Securities, which shall not contain such holder provides portion of the above legend that is no longer applicable; provided that the Investors surrender to the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment previously issued certificates or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actother instruments.

Legend. (a) Each certificate Investor understands that the certificates or other ------ instruments representing the Preferred Shares, the Warrant and, until such time as the Derivative Shares held shall have been sold pursuant to a registration under the 1933 Act as contemplated by this Agreement, the Investors stock certificates representing the Derivative Shares shall be endorsed with bear a restrictive legend in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OR UNLESS SOLD PURSUANT TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYRULE 144 UNDER SAID ACT. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, removed and the Company SyQuest shall issue a certificate without such legend to any holder of Preferred Shares, the transferee of the Warrant or Derivative Shares represented thereby, if, unless otherwise required by state securities laws, (ia) such Shares have been the same are sold under pursuant to an effective registration statement under the Securities 1933 Act, or (iib) in connection with a sale, assignment or other transfersale transaction, such holder provides the Company SyQuest with an opinion of counsel, in form, substance and scope reasonably acceptable to the CompanySyQuest, to the effect that such a public sale, assignment or transfer is being made pursuant to an exemption from thereof may be lawfully effected without registration under the registration requirements of the Securities 1933 Act, or (iiic) such holder provides the Company SyQuest with reasonable assurance assurances reasonably satisfactory to SyQuest that the Shares are being sold, assigned or transferred same may be publicly sold pursuant to Rule 144 or Rule 144A under the Securities Actwithout restriction.

Legend. (a) 2.1 Each certificate representing Shares held by the Investors shall be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) 2.2 The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate The certificates representing Shares held the Common Stock to be purchased by each of the Investors Stockholders shall be endorsed with bear the following legend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF JUNE 11, 1997. SUCH SECURITIES ARE ALSO SUBJECT TO A REGISTRATION RIGHTS AGREEMENT DATED JUNE 11, 1997. ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENTS, COPIES OF WHICH ARE ON FILE WITH THE COMPANY. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT") OR UNDER ANY STATE SECURITIES ACT”), AND, ACCORDINGLY, LAWS. THE SECURITIES MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, LAW OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT RULES AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESREGULATIONS PROMULGATED THEREUNDER.” (b) The legend " Each of the parties hereto agrees that it will not transfer any Shares without complying with each of the restrictions set forth above herein and agrees that in connection with any such transfer it will, if requested by the Company, deliver at its expense to the Company an opinion of counsel (including in-house or special counsel), in form and substance reasonably satisfactory to the Company and counsel for the Company, that such transfer is not in violation of the securities laws of the United States of America or any state thereof; PROVIDED, HOWEVER, that in case of any sale or other transfer of Shares to any person or entity who is an "accredited investor" (as such term is defined and used in Rule 501 of Regulation D under the Act), no opinion of counsel shall be removedrequired if the transferor obtains a representation from such person or entity that it is an accredited investor and is acquiring such Shares for its own account and with no intention of distributing or reselling said Shares or any part thereof, and or interest therein, in any transaction that would violate the Company shall issue a certificate without such legend to the transferee securities laws of the United States of America or any state thereof, without prejudice, however, to such person's or entity's right at all times to sell or otherwise dispose of all or any part of said Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under pursuant to an effective registration statement under the Securities Act or any exemption from such registration available under the Act, (ii) in connection with a saleand subject, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Companynevertheless, to the effect that such sale, assignment person's or transfer is entity's disposition of its property being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actat all times within its control.

Legend. (a) Each certificate representing Warrant Shares held by (unless registered under the Investors Securities Act) shall be endorsed with bear a legend substantially in the following legendform: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT, HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR “SECURITIES ACT”), AND, ACCORDINGLY, BLUE SKY” LAWS OF ANY JURISDICTION. SUCH SHARES MAY NOT BE OFFERED OFFERED, SOLD, ENCUMBERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOTHERWISE TRANSFERRED, OR IN A TRANSACTION NOT SUBJECT TO, UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND REGISTRATION, QUALIFICATION AND FILING REQUIREMENTS OF ALL APPLICABLE JURISDICTIONS HAVE BEEN COMPLIED WITH OR UNLESS THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL COMPANY HAS RECEIVED AN OPINION OF ITS COUNSEL OR LEGAL COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO COMPANY THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESREGISTRATION AND QUALIFICATION ARE NOT REQUIRED.” (b) ” The foregoing legend set forth above shall be removedremoved from the certificates representing any Warrant Shares, and at the request of the Holder thereof, at such time as (i) they become eligible for resale pursuant to Rule 144 without restriction under the Securities Act or (ii) the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with received either an opinion of counsel, reasonably acceptable to counsel or a “no-action” letter from the Company, SEC to the effect that such sale, assignment or any transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) Warrant Shares represented by such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under certificates will not violate the Securities ActAct and applicable state securities laws.

Legend. (a) Each certificate representing Shares held shall (unless otherwise permitted by the Investors shall provisions of the Agreement) be endorsed stamped or otherwise imprinted with a legend substantially similar to the following legend: (in addition to any legend required under applicable state securities laws) (the “Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE CORPORATION. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH IS SUBJECT TO THE SECURITIES TERMS AND EXCHANGE COMMISSION OR CONDITIONS OF A STOCKHOLDERS AGREEMENT AMONG THE SECURITIES COMMISSION CORPORATION AND ITS STOCKHOLDERS. COPIES OF ANY STATE IN RELIANCE SUCH AGREEMENT MAY BE OBTAINED UPON AN EXEMPTION FROM REGISTRATION UNDER WRITTEN REQUEST TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS SECRETARY OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESCORPORATION.” (b) During the term of this Agreement, the Company shall not remove, and shall not permit to be removed (upon registration of transfer, re-issuance of otherwise), the Legend from any such certificate and shall place or cause to be placed such legend on any new certificate issued to represent Shares theretofore represented by a certificate bearing such legend. The legend set forth above Stockholders agree that the Company shall be removed, instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the Legend to enforce the provisions of this Agreement and the Company shall issue a certificate without such legend agrees to promptly do so. (c) In the transferee event of any issuance of Shares after the Effective Date to any of the Shares represented therebyStockholders (including, ifwithout limitation, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a saleany stock split, assignment stock dividend, recapitalization, reorganization, or other transferthe like), such holder provides Shares shall become subject to this Agreement and shall be endorsed with the Company with an opinion Legend. (d) The foregoing legend shall be removed only upon termination of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actthis Agreement.

Legend. Each Purchaser acknowledges that the certificates evidencing the Preferred Shares and the Conversion Shares (aincluding the Preferred Shares issuable upon exercise of the Warrants) Each certificate representing Shares held by will bear the Investors shall be endorsed with the following legendlegend set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED TRANSFERRED OR SOLD RESOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS PERMITTED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH THE APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) IN FORM AND SUBSTANCE SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE ISSUER TO THE COMPANYEFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removedremoved by the Company from any certificate evidencing Preferred Shares, Conversion Shares, or the Series B-1 Shares issuable upon exercise of the Warrants, and the Company shall issue a certificate without such legend to the transferee holder thereof, if requested, upon delivery to the Company of an opinion by counsel (which may be counsel for the Company) that such security can be freely transferred in a public sale without a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Preferred Shares, Conversion Shares or the Series B-1 Shares issuable upon exercise of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActWarrants.

Legend. The Buyer understands that the Debentures and the Warrants, ------ and, until such time as the Stock, the Conversion Shares, the Interest Shares (aif any), the Warrant Shares (collectively, the "Registrable Securities") Each certificate representing Shares held and the Sigma Stock, have been registered under the 1933 Act as contemplated by the Investors Registration Rights Agreement (other than the Sigma Stock, which will not be included in rights offered under the Registration Rights Agreement, but shall contain registration rights as described in Section 3(p) below) or otherwise may be endorsed with sold by the Buyer pursuant to Rule 144 (as amended, or any applicable rule which operates to replace said Rule) promulgated under the 1933 Act ("Rule 144"), the stock certificates representing the Registrable Securities and the Sigma Stock shall bear a restrictive legend (the "Legend") in substantially the following legend: “form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), ANDOR APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, ACCORDINGLY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT LAWS, OR PURSUANT (II) AN OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYLAWS. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above Legend shall be removed, removed and the Company shall issue a certificate certificates without such legend the Legend to the transferee holder of the Shares represented therebyapplicable Debentures, Warrants or any Registrable Securities upon which the Legend is stamped, if, unless otherwise required by state securities laws, (ia) such Shares have been the Registrable Securities or the Sigma Stock are sold under an effective pursuant to and in accordance with the registration statement of same under the Securities 1933 Act, or (iib) in connection with a sale, assignment or other transfersale transaction, such holder provides the Company with an opinion of counselcounsel in form, substance and scope reasonably acceptable to the Company, to the effect that such a public sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Debentures, the Warrants, the Sigma Stock or such Registrable Securities may be made without registration under the 1933 Act, or (iiic) such holder provides the Company with reasonable assurance an opinion of counsel in form, substance and scope reasonably acceptable to the Company that the Shares are being soldDebentures, assigned the Warrants, the Sigma Stock or transferred such Registrable Securities will be sold pursuant to Rule 144 or Rule 144A under without any restriction as to the Securities Actnumber of securities acquired as of a particular date that can then be immediately sold.

Legend. (a) Each certificate representing Shares held by TCW/Crescent Lender hereby acknowledges that the Investors shall be endorsed Company will stamp or otherwise imprint each Warrant with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WARRANT AND ANY SHARES OF STOCK OBTAINABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, OR ANY STATE'S SECURITIES LAWS AND MAY NOT BE OFFERED TRANSFERRED, SOLD OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYTHEREFROM. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” In connection with the transfer of any Warrant or any Warrant Shares (b) The legend set forth above shall be removed, and the Company shall issue other than a certificate without such legend transfer pursuant to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement a public offering registered under the Securities Act, pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (iior any similar rules then in effect) in connection with a saleor to an affiliate of the TCW/Crescent Lenders), assignment or other transferthe TCW/Crescent Lenders shall deliver, such holder provides upon the Company with reasonable request of the Company, an opinion of counsel, which counsel shall be knowledgeable in securities laws and which opinion shall be reasonably acceptable satisfactory to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the may be effected without registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. Upon receipt of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend no longer applies to any particular Warrant and/or Warrant Shares, the Company shall promptly issue a replacement Warrant and/or replacement certificate evidencing such Warrant Shares (as applicable), which does not contain such legend.

Legend. (a) Each certificate representing The Warrant Shares held to be acquired by the Investors shall Holder pursuant hereto, may not be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, sold or transferred unless otherwise required by state securities laws, (i) such Shares have been shares are sold under pursuant to an effective registration statement under the Securities Act, or (ii) in connection with a sale, assignment or other transfer, such holder provides the Company or its transfer agent shall have been furnished with an opinion of counselcounsel (which opinion shall be in form, reasonably acceptable to the Company, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that such sale, assignment the shares to be sold or transfer is being made transferred may be sold or transferred pursuant to an exemption from such registration. Except as otherwise provided in this Warrant (and subject to the registration requirements removal provisions set forth below), until such time as the Warrant Shares issuable upon exercise of the Securities Warrant have been registered under the Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Warrant Shares that has not been so included in an effective registration statement or Rule 144A under that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the Securities Actlegend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Legend. (a) Each certificate representing Shares held by the Investors Securities shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legend: form (in addition to any legend required by applicable state securities or “blue sky” laws): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH THE SECURITIES.” 1. Certificates evidencing the Warrant Shares shall not contain any legend (b) The including the legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities lawsin Section 10.1 hereof), (i) such Shares have been sold under an effective while a registration statement covering the resale of such security is effective under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iiiii) following any sale of such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144, or (iii) if such Warrant Shares are eligible for sale under Rule 144 by the Purchaser without limitation as to volume or Rule 144A manner of sale, or (iv) if such legend is not required under applicable requirements of the Securities ActAct (including judicial interpretations and pronouncements issued by the Staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the effective date of a registration statement covering such Warrant Shares, if required by the Company’s transfer agent, to effect the removal of the legend hereunder. If all or any portion of the Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, such Warrant Shares shall be issued free of all legends. The Company agrees that following the effective date of the registration statement covering Warrant Shares or at such time as such legend is no longer required under this Section 10.1, it will, no later than five (5) Trading Days following the delivery by the Purchaser to the Company or the Company’s transfer agent of a certificate representing Warrant Shares, as the case may be, issued with a restrictive legend (such date, the “Delivery Date”), deliver or cause to be delivered to the Purchaser a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Whenever a certificate representing the Warrant Shares is required to be issued to the Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares to the Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. (a) Each certificate representing Shares held by the Investors Notes and the Warrants, and, if appropriate, securities issued upon conversion thereof, shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legend: “THE form (in addition to any legend required by applicable state securities or "blue sky" laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), AND, ACCORDINGLY, ") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO SATCON TECHNOLOGY CORPORATION SHALL HAVE RECEIVED AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE OPINION OF ITS COUNSEL THAT REGISTRATION REQUIREMENTS OF SUCH SECURITIES UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYIS NOT REQUIRED. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The Company agrees to reissue certificates representing the Securities without the legend set forth above if at such time, prior to making any transfer of any Securities, such holder thereof shall be removedgive written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and (x) the Company shall issue a certificate without such legend to Notes, the transferee of Conversion Shares, the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrants and the Warrant Shares have been sold registered for sale under an effective registration statement the Securities Act and the holder is selling such Securities and is complying with its prospectus delivery requirement under the Securities Act, (iiy) the holder is selling such Securities in connection compliance with a sale, assignment or other transfer, such holder provides the Company with an opinion provisions of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or (z) the provisions of paragraph (k) of Rule 144A under the Securities Act144 apply to such Securities.

Legend. (a) Each certificate representing Shares held by Until the Investors shall termination of this Agreement in accordance with Section 11 hereof, the Borrower and each Subordinating Creditor will cause to be endorsed with clearly, conspicuously and prominently inserted on the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removedface of each Subordinated Agreement, and the Company shall issue a certificate without any other negotiable Subordinated Agreement (if any) or such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, notice reasonably acceptable to the CompanyAgent, as well as any renews or replacements thereof, the following legend in substantially the form hereof: "This instrument and the rights and obligations evidenced hereby, and other obligations incurred or arising under or evidenced by this instrument and the rights and obligations evidenced hereby with respect to such obligations are subordinate and unsecured in the manner and to the extent set forth in that certain Subordination Agreement (as the same may be amended or otherwise modified from time to time pursuant to the terms thereof, the "Subordination Agreement"), dated as of April __, 2005 among S.A.C. CAPITAL ASSOCIATES, LLC, a limited liability company organized under the laws of Anguila ("SAC"), and certain other holders of indebtedness identified on the signature pages thereto, THE WET SEAL, INC., a Delaware corporation, (the "Lead Borrower"), and FLEET RETAIL GROUP, INC., acting as agent, to the effect that such sale, assignment or transfer is being made indebtedness owed by the Companies (as defined below) pursuant to an exemption that certain Credit Agreement dated as of September 22, 2004 (the "First Lien Credit Agreement") among the Lead Borrower, THE WET SEAL RETAIL, INC., a Delaware corporation ("Wet Seal Retail"), WET SEAL CATALOG, INC., a Delaware corporation (collectively, with Wet Seal Retail and the Lead Borrower, the "Companies"), WET SEAL GC, INC., a Virginia corporation, and FLEET RETAIL GROUP, INC. (as "Agent"), Back Bay Capital Funding, LLC, as Term Lender, the lenders from the registration requirements time to time party thereto and Fleet National Bank, as Issuing Lender, and certain guarantees of the Securities Actindebtedness evidenced thereby, as such First Lien Credit Agreement and such guarantees have been and hereafter may be amended, restated, supplemented or otherwise modified from time to time as permitted under the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement applicable to the "Subordinating Creditors" (iii) as such term is defined in the Subordination Agreement), as if such holder provides were a Subordinating Creditor for all purposes of the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActSubordination Agreement."

Legend. (a) Each certificate representing The Purchaser acknowledges that the certificates evidencing the Shares, the Warrant Shares held by and the Investors shall be endorsed with Preferred Stock Conversion Shares will bear the following legend set forth below or substantially similar legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED TRANSFERRED OR SOLD RESOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS PERMITTED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH THE APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) IN FORM AND SUBSTANCE SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE ISSUER TO THE COMPANYEFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removedremoved by the Company from any certificate evidencing Shares, Warrant Shares or Preferred Stock Conversion Shares, and the Company shall issue a certificate without such legend to the transferee holder thereof, if requested, upon delivery to the Company of an opinion by counsel (which may be counsel for the Shares represented thereby, if, unless otherwise required by state securities laws, (iCompany) that such Shares have been sold under an effective security can be freely transferred in a public sale without a registration statement under being in effect and that such transfer will not jeopardize the Securities Act, (ii) in connection with a sale, assignment exemption or other transfer, such holder provides exemptions from registration pursuant to which the Company with an opinion of counselissued the Shares, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities ActWarrant Shares, or (iii) such holder provides the Company with reasonable assurance Preferred Stock Conversion Shares; provided, however, that the Shares are being sold, assigned or transferred no opinion from counsel shall be required for any dispositions pursuant to Rule 144 or Rule 144A 144(k) under the Securities Act.

Legend. (a) Each certificate The certificates representing Shares held by the Investors shall be endorsed with Units will bear the following legend: “"THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN A LIMITED LIABILITY COMPANY AGREEMENT AMONG THE ISSUER AND ITS MEMBERS, A COPY OF SUCH LIMITED LIABILITY COMPANY AGREEMENT AS IN EFFECT FROM TIME TO TIME WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST." (b) Each certificate or instrument evidencing Restricted Securities and each certificate or instrument issued in exchange for or upon the Transfer of any Restricted Securities (if such securities remain Restricted Securities after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMFROM REGISTRATION THEREUNDER." Upon the request of any holder of Restricted Securities, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The the Company shall remove the Securities Act legend set forth above shall be removedfrom the certificates for such Restricted Securities; provided, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Restricted Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred eligible for sale pursuant to Rule 144 144(k) (or Rule 144A any similar rule or rules then in effect) under the Securities Act. (c) In addition, each certificate or instrument evidencing Restricted Securities and each certificate or instrument issued in exchange for or upon the Transfer of any Restricted Securities (if such securities remain Restricted Securities after such Transfer) shall be stamped or otherwise imprinted with any additional legends as may be required by the Company, as applicable to the holder of such certificate or instrument.

Legend. (a) Each certificate representing the Shares held by and the Investors Warrant Shares shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legendform (in addition to any legend required by applicable state securities or “blue sky” laws) until such legend may be removed as provided in subsection (b) below: “THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR IF APPLICABLE, STATE SECURITIES ACT”), AND, ACCORDINGLY, LAWS. THESE SHARES OF COMMON STOCK MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES OF COMMON STOCK UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO SCANSOFT, INC. THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESREGISTRATION IS NOT REQUIRED.” (b) The Company agrees to reissue certificates representing any of the Shares or Warrant Shares, without the legend set forth above above, if at such time, prior to making any transfer of any such Securities, such holder thereof shall be removed, and give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request; provided that such legends shall issue a certificate without not be removed and such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, proposed transfer will not be effected until: (i) such Shares have been sold under an effective registration statement shares of Common Stock are registered under the Securities Act, or (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably counsel acceptable to the Company, Company to the effect that such a public sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A shares of Common Stock may be made without registration under the Securities ActAct and applicable state securities or “blue sky” laws. In the case of any proposed transfer under this Section 5.1, the Company shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. (a) Each certificate representing Shares held by the Investors Holder shall be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) subject to Section 1.9, in connection with a sale, assignment or other transfer, such holder the Holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder the Holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate representing Shares held by the Investors shall a Share, if any, will be endorsed stamped or otherwise imprinted with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “. THESE SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT OF EMDEON INC. DATED AS OF [___], 2009, AMONG THE STOCKHOLDERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE SECURITIES ACT OR PURSUANT HOLDER OF RECORD OF THIS CERTIFICATE TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS SECRETARY OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION ISSUER OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above If any Class A Shares shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, either (i) such Shares have been sold under an effective disposed of pursuant to a registration statement under that has been declared effective by the Securities Act, SEC or (ii) sold under circumstances in connection with a salewhich all of the applicable conditions of Rule 144 are met, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to upon the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements written request of the Securities Actholder thereof, or (iii) shall issue to such holder provides a new certificate evidencing such Class A Shares without the Company with reasonable assurance that legend required by Section 6.4(a) endorsed thereon. If any Class A Shares cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Class A Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under without the Securities Actsecond sentence of the legend required by Section 6.4(a) endorsed thereon.

Legend. (ai) Each certificate representing Shares held by Such Purchaser understands that the Investors Securities shall be endorsed with bear a restrictive legend in substantially the following legend: form (and a stop transfer order may be placed against transfer of the certificates for the Securities): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OFFERED, SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESTHOSE LAWS.” (bii) The legend set forth above Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Shares (as defined below) have been sold pursuant to an effective registration statement, timely prepare and deliver certificates or book-entry shares representing the Securities to be delivered to a transferee pursuant to the registration statement, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the registration statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow (A) the legend on the Securities to be removed, or (B) sales without restriction pursuant to the effective registration statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company shall issue agrees to authorize the removal of, any legend from such Securities, following the delivery by a certificate without such legend Purchaser to the transferee Company or the Company’s transfer agent of the Shares represented thereby, if, unless otherwise required by state securities laws, a legended certificate representing such Securities: (i) following any sale of such Shares have been sold under an effective registration statement under the Securities Actpursuant to Rule 144, (ii) in connection with if such Securities are eligible for sale under Rule 144(b)(1), or (iii) following the time that the registration statement is declared effective. If a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer legend removal request is being made pursuant to the foregoing, the Company will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive legends or an exemption equivalent book-entry position, as requested by the Purchaser. Certificates for Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Securities in accordance with Section 3.2(j)(ii), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Such Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 3.2(j)(ii) is predicated upon the Company’s reliance that such Purchaser will sell any such Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actan exemption therefrom.

Legend. (a) Each certificate representing Shares held by the Investors shall The Securities will be endorsed imprinted with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed. Provided, and that the Company shall issue a certificate without such legend to the transferee of the Shares represented therebyshall, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a saleany sale made under the Registration Statement or Rule 144, assignment or other transfer, such holder provides promptly (and in any event within five (5) business days after receipt by the Company with an opinion of counsela request therefor accompanied by all reasonably required documentation) deliver, reasonably acceptable or cause to the Companybe delivered, to any Investor new certificate(s) representing the effect Conversion Shares or the Warrant Shares, as applicable, that are free from all restrictive and other legends or, at the request of such saleInvestor, assignment or via DWAC transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActInvestor’s account.

Legend. (a) Each certificate representing The Warrant Shares held to be acquired by the Investors Warrant Holder pursuant hereto, may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration or offering statement under the Securities Act, or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be endorsed with in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) or other evidence reasonably satisfactory to the Company to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration. Except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as the Warrant Shares issuable upon exercise of the Warrant have been registered under the Act, otherwise may be sold pursuant to Rule 144 or otherwise without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for Warrant Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following legendform, as appropriate: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH WERE OFFERED AND SOLD TO THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM HOLDER WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED, OR SOLD HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMLAWS, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL AN OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESCOMPANY THAT REGISTRATION IS NOT REQUIRED.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each Certificates for the Common Shares or, if a certificate representing has not been issued, the registration of the Common Shares held by on the Investors stock transfer books of the Company, shall be endorsed with evidence one Right for each Common Share represented thereby and the Company shall mail to every Person that acquires Common Shares after the Payment Time either certificates for such Common Shares or a confirmation of the registration of such Common Shares on the stock transfer book of the Company, which certificates or confirmation shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, dated as of December 7, 2011 (as such may be amended from time to time, the “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTRights Agreement”), ANDbetween Pacific Sunwear of California, ACCORDINGLYInc. (the “Company”) and Computershare Trust Company, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMN.A., OR IN A TRANSACTION NOT SUBJECT TOas Rights Agent, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend as set forth above shall in the Rights Agreement, such Rights may be removedredeemed, and may become exercisable for securities or assets of the Company shall issue a certificate without such legend to the transferee or securities of the another entity, may be exchanged for Common Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion securities or assets of counsel, reasonably acceptable to the Company, may expire, may become null and void (including if they are “Beneficially Owned” by an “Acquiring Person” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced hereby. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the effect holder hereof without charge after the receipt of a written request therefor. Certificates representing Common Shares that such saleare issued and outstanding at the Payment Time (or the registration of the Common Shares on the stock transfer books with respect to uncertified shares) shall, assignment or transfer is being made together with the letter mailed pursuant to an exemption from Section 2.1, evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend. The Company shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Shares, as evidenced by the registration requirements of the Securities ActCommon Shares in the name of such Person on the stock transfer books of the Company, or (iii) certificates representing such holder provides shares, without charge after the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actreceipt of a written request therefor.

Legend. (a) Each certificate All certificates, if any, representing Shares held by the Investors Securities shall be endorsed with the following legendas follows: “THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A RESTRICTED SHARE AND SHAREHOLDER AGREEMENT, DATED OCTOBER 19, 2010, AMONG THE COMPANY AND THE HOLDER OF THE SHARES REPRESENTED HEREBY. REFERENCE ALSO IS MADE TO THE RESTRICTIVE PROVISIONS OF THE BYE-LAWS OF THE COMPANY. A COPY OF THE ABOVE-REFERENCED AGREEMENT AND THE BYE-LAWS MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, 1933 AND MAY NOT BE OFFERED OR SOLD TRANSFERRED EXCEPT IN ACCORDANCE WITH BERMUDA LAW PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMSTATEMENT, OR IN A TRANSACTION NOT SUBJECT TOAN EXEMPTION FROM REGISTRATION, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESUNDER SAID ACT.” (b) The legend Participant acknowledges to the Company that (i) the effect of such legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral and that “stop transfer” instructions may be noted against the Securities represented by the certificates bearing such legend; (ii) any transferee of the Participant is required to become a party to this Agreement as a condition to acquiring any Securities contemplated by this Agreement; and (iii) the consent of the Bermuda Monetary Authority is required before any such Security may be transferred. (c) Except as otherwise expressly provided in this Agreement, all certificates, if any, representing Securities hereafter issued to or acquired by the Participant or his successors shall bear the legends set forth above shall be removedabove, and the Company Securities represented by such certificates shall issue a certificate without such legend be subject to the applicable provisions of this Agreement. The rights and obligations of each party hereto shall inure to and be binding upon each transferee to whom Securities are Transferred by the Participant or his successor, except for Transfers described in Section 9(b)(ii). Prior to consummation of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transferany Transfer, such holder provides party shall cause the transferee to execute a counterpart to this Agreement or a joinder hereto in a form specified by the Company. If the Participant wishes to Transfer any Securities, he shall give written notice to the Company with an opinion prior to any Transfer (whether or not to a Permitted Transferee) of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actany Securities.

Legend. (a) Each certificate representing Shares held by the Investors A copy of this Agreement shall be endorsed filed with the permanent records of the Company and shall be kept at all times at the principal place of business of the Company. The Purchaser agrees that all certificates representing shares of Restricted Stock shall have affixed thereto a legend substantially in the following legendform: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE DISPOSED OF OR PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY SUCH LAWS IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. , IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT COMPANY, SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT THE OFFER, SALE, TRANSFER, DISPOSITION, PLEDGE OR OTHER LOAN SECURED BY HYPOTHECATION THEREOF IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY SUCH SECURITIESLAWS).”" (b) The Notwithstanding the foregoing, the legend set forth above shall contained in this Section 7.3 may be removed, and removed from a certificate upon receipt by the Company shall issue of a certificate without such legend written opinion of counsel reasonably acceptable to the transferee Company (it being understood that the General Counsel of the Shares represented therebyPurchaser is acceptable to the Company), if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, form and substance reasonably acceptable satisfactory to the Company, to the effect that such sale, assignment or transfer legend is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A no longer required under the Securities ActAct and applicable state securities laws.

Legend. (ai) Each certificate representing Shares held by The certificates evidencing the Investors shall be endorsed with Series B Stock and the following legendCommon Stock issuable upon conversion of the Series B Stock will bear a legend (the "Legend") substantially similar to the following: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED. NO INTEREST IN THESE SECURITIES ACT”)MAY BE PLEDGED, ANDHYPOTHECATED, ACCORDINGLYSOLD, MAY NOT BE OFFERED TRANSFERRED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE WHILE A REGISTRATION STATEMENT IS IN EFFECT UNDER THE SECURITIES SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT FROM REGISTRATION UNDER SAID ACT. THIS CERTIFICATE IS ISSUED PURSUANT TO AND SUBJECT TO, TO THE REGISTRATION REQUIREMENTS RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF THE SECURITIES ACT INVESTORS' RIGHTS AGREEMENT BETWEEN THE COMPANY, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY THE INVESTORS REFERRED TO THEREIN, A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE COPY OF WHICH SHALL BE REASONABLY ACCEPTABLE TO IS ON FILE WITH THE COMPANY. EXCEPT AS PROVIDED IN SUCH AGREEMENT, THE SECURITIES ISSUABLE UPON EXERCISE REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE AND ANY PURPORTED TRANSFER IN VIOLATION OF THIS SECURITY MAY THE PROVISIONS OF SUCH AGREEMENT SHALL BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESVOID AND OF NO FORCE AND EFFECT.” (bii) The legend set forth above endorsed on the certificates pursuant to Section 4.02(e) hereof shall be removed, removed and the Company shall issue a certificate without such legend to the transferee holder thereof at such time as the securities evidenced thereby cease to be restricted securities upon the earliest to occur of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) a registration statement with respect to the sale of such Shares securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) the securities shall have been sold under an effective registration statement to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or and (iii) such securities may be sold by the holder provides the Company with reasonable assurance that the Shares are being sold, assigned without restriction or transferred pursuant to registration under Rule 144 or Rule 144A 144(k) under the Securities ActAct (or any successor provision).

Legend. (a) Each certificate The certificates representing Shares the Restricted Securities to be held by each of the Investors Stockholders shall be endorsed with bear the following legendlegend in addition to any other legend that may be required from time to time under applicable law or pursuant to any other contractual obligation: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY 2, 1999. ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT") OR STATE SECURITIES ACT”)LAWS, AND, ACCORDINGLY, AND NO TRANSFER OF THESE SECURITIES MAY NOT BE OFFERED OR SOLD MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT ACT, OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROMTHEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, OR IN UPON REQUEST, REQUIRE A TRANSACTION NOT SUBJECT TO, SATISFACTORY OPINION OF COUNSEL FOR THE REGISTRATION HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend Each of the parties hereto agrees that it will not transfer any Restricted Securities without complying with each of the restrictions set forth above shall be removed, herein and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) agrees that in connection with a saleany such transfer it will, assignment or other transferif requested by the Company, such holder provides deliver at its expense to the Company with an opinion of counsel, in form and substance reasonably acceptable satisfactory to the Company and counsel for the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements not in violation of the Securities Act, securities laws of the United States of America or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned any state thereof or transferred pursuant to Rule 144 or Rule 144A under the Securities Actany Gaming Laws.

Legend. (a) Each certificate representing evidencing Subject Shares held by and each certificate issued in exchange for or upon the Investors Transfer of any Subject Shares shall be endorsed stamped or otherwise imprinted with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT AN EXEMPTION FROM REGISTRATION THEREUNDER.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AVAILABLE EXEMPTION FROMA STOCKHOLDERS AGREEMENT, OR DATED AS OF MARCH 28, 2014, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER OF SUCH SECURITIES (THE “COMPANY”)), AND BY ACCEPTING ANY INTEREST IN A TRANSACTION NOT SUBJECT TO, SUCH SECURITIES THE REGISTRATION REQUIREMENTS PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE SECURITIES ACT PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT, INCLUDING CERTAIN VOTING AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESTRANSFER RESTRICTIONS SET FORTH THEREIN.” (b) The legend set forth above If any Subject Shares shall be removedbecome transferable under the Act, and upon written request of the holder thereof, the Company shall issue to such holder a new certificate evidencing such Subject Shares without the first paragraph of the legend required by Section 7(a) endorsed thereon. The Company may request that the holder provide an opinion of legal counsel reasonably acceptable to it stating that such legend Subject Shares are freely transferable under the Act. If any Subject Shares cease to be subject to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, restrictions on Transfer and all other obligations set forth in this Agreement (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) including in connection with a saleSection 6(a)(iv) or Section 10 hereof), assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable shall issue to each holder a new certificate evidencing such Subject Shares without the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements second paragraph of the Securities Act, or (iiilegend required by Section 7(a) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actendorsed thereon.

Legend. (a) Each certificate representing Shares and Conversion Shares held by the Investors shall be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares or Conversion Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares or Conversion Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares or Conversion Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each It is understood by such Purchaser that any certificate representing any Units and each certificate representing the Shares held by the Investors shall be endorsed with the following legend: “THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION STATE. THESE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT"). THE SECURITIES ACT”), AND, ACCORDINGLY, ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD EXCEPT IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT REGULATION S OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE THE PURCHASER WILL BE PROVIDED WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO THE TRANSFEROR TO CONFIRM THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYEXEMPTION IS AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY NOT BE PLEDGED MADE EXCEPT IN CONNECTION COMPLIANCE WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESTHE ACT.” (b) " The Company need not register a transfer of Shares unless the conditions specified in the foregoing legend set forth above shall be removed, and are satisfied. The Company may also instruct its transfer agent not to register the Company shall issue a certificate without such legend to the transferee transfer of any of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) conditions specified in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares foregoing legend are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actsatisfied.

Legend. (a) Each certificate representing Shares held The Securities to be acquired by the Investors Holder pursuant hereto, may not be sold or transferred unless (A) such shares are sold pursuant to an effective registration statement under the Securities Act, or (B) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be endorsed in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (C) such shares are sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule 144”) or (D) such shares are sold or transferred outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, or (E) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 11. Except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as the Securities issuable upon exercise of the Holder’s Warrant have been registered under the Act, otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of the Securities that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following legendform, as appropriate: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, ANDBY PURCHASING SUCH SECURITIES, ACCORDINGLYAGREES THAT SUCH SECURITIES MAY BE OFFERED, MAY NOT BE OFFERED SOLD, PLEDGED OR SOLD EXCEPT PURSUANT OTHERWISE TRANSFERRED ONLY (A) TO AN EFFECTIVE REGISTRATION STATEMENT THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMACT, (C) WITHIN THE UNITED STATES AFTER REGISTRATION OR IN A TRANSACTION NOT SUBJECT TO, ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESCORPORATION.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. Each Purchaser agrees to the placement on certificates representing Shares, Warrants and Warrant Shares of a legend (athe “Private Placement Legend”) Each certificate representing Shares held by the Investors shall be endorsed with the following legendsubstantially as set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAW, ACCORDINGLY, AND MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESLAWS.” (ba) The legend set forth above Private Placement Legend shall be removed, and the Company shall issue a removed from any such certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, if (i) such Shares have been the securities represented thereby are sold under pursuant to an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides there is delivered to the Company with such satisfactory evidence, which may include an opinion of counsel, as reasonably acceptable to may be requested by the Company, to confirm that neither such legend nor the effect restrictions on transfer set forth therein are required to ensure that transfers of such sale, assignment or transfer is being made pursuant to an exemption from securities will not violate the registration and prospectus delivery requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred securities represented thereby may be resold pursuant to Rule 144 or Rule 144A 144(k) promulgated under the Securities Act. (b) The certificates representing the Shares shall also bear a legend substantially as set forth below: THIS CERTIFICATE ALSO EVIDENCES A BENEFICIAL INTEREST IN AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN WATCHIT MEDIA, INC. (THE “COMPANY”) AND COMPUTERSHARE TRUST COMPANY NA (FORMERLY EQUISERVE TRUST COMPANY, N.A., AS SUCCESSOR TO BANKBOSTON, N.A.) (THE “RIGHTS AGENT”), DATED AS OF SEPTEMBER 24, 1997, AS AMENDED BY AMENDMENT NO. 1 TO RIGHTS AGREEMENT, DATED AS OF JUNE 13, 2002 (THE “RIGHTS AGREEMENT”), AND AS THE SAME MAY BE AMENDED FROM TIME TO TIME, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND BENEFICIAL INTERESTS THEREIN WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. (c) No other legends shall be placed on such certificates without the consent of the Purchasers.

Legend. (a) Each certificate representing the Shares held by and the Investors Warrant Shares shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legendform (in addition to any legend required by applicable state securities or “blue sky” laws) until such legend may be removed as provided in subsection (b) below: “THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR IF APPLICABLE, STATE SECURITIES ACT”), AND, ACCORDINGLY, LAWS. THESE SHARES OF COMMON STOCK MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES OF COMMON STOCK UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO NUANCE COMMUNICATIONS, INC. THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESREGISTRATION IS NOT REQUIRED.” (b) The Company agrees to reissue certificates representing any of the Shares or Warrant Shares, without the legend set forth above above, if at such time, prior to making any transfer of any such Securities, such holder thereof shall be removed, and give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request; provided that such legends shall issue a certificate without not be removed and such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, proposed transfer will not be effected until: (i) such Shares have been sold under an effective registration statement shares of Common Stock are registered under the Securities Act, ; or (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably counsel acceptable to the Company, Company to the effect that such a public sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A shares of Common Stock may be made without registration under the Securities ActAct and applicable state securities or “blue sky” laws. In the case of any proposed transfer under this Section 5.1, the Company shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. (a) Each In addition to any other legend which may be required by applicable law, each share certificate representing Shares held which are Beneficially Owned by the Investors Management Stockholders shall be have endorsed with on its face the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT. IN ADDITION, THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOTHERWISE DISPOSED OF UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF A STOCKHOLDERS' AGREEMENT, OR IN DATED SEPTEMBER 10, 2000 (THE "STOCKHOLDERS' AGREEMENT"), A TRANSACTION NOT SUBJECT TO, COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE REGISTRATION REQUIREMENTS PRINCIPAL OFFICE OF THE COMPANY. NO TRANSFER OF THE SECURITIES ACT AND WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS SUCH TRANSFER IS MADE IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION THE TERMS OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYSTOCKHOLDERS' AGREEMENT. THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS SECURITY MAY BE PLEDGED CERTIFICATE ARE ALSO SUBJECT TO OTHER RIGHTS AND OBLIGATIONS SET FORTH IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and STOCKHOLDERS' AGREEMENT. To the extent the Company shall issue a certificate without such legend to be satisfied, in its reasonable discretion, that the transferee circumstances or provisions requiring any of the Shares represented therebyabove legends have ceased to be effective, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to will upon request reissue certificates without the Company, to the effect that such sale, assignment applicable legend or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actlegends.

Legend. (a) Each The Investor agrees to the placement of a legend (the "Private Placement Legend") substantially as set forth below on (i) certificates representing Series A Preferred Stock issued pursuant to the terms of this Agreement, (ii) certificates representing Conversion Shares, (iii) certificates representing the Notes issued pursuant to the terms of this Agreement, (iv) certificates representing Warrants issued pursuant to the terms of this Agreement, (v) certificates representing Warrant Shares and (vi) any certificate representing Shares held by the Investors shall be endorsed with the following issued at any time in exchange or substitution for any certificate bearing such legend. The Private Placement Legend is substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), ANDOR ANY STATE SECURITIES LAW, ACCORDINGLY, AND MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED OR SOLD OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESLAWS.” (b) The legend set forth above Private Placement Legend shall be removed, and the Company shall issue removed from a certificate without such legend representing Series A Preferred Stock, Conversion Shares, Notes, Warrants or Warrant Shares as applicable, if the securities represented thereby are sold pursuant to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment Act or other transfer, such holder provides there is delivered to the Company with such satisfactory evidence, which may include an opinion of independent counsel, as reasonably acceptable to may be requested by the Company, to confirm that neither such legend nor the effect restrictions on transfer set forth therein are required to ensure that transfers of such sale, assignment or transfer is being made pursuant to an exemption from securities will not violate the registration and prospectus delivery requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (ai) Each certificate representing Such Purchaser understands that the Shares held by the Investors shall be endorsed with bear a restrictive legend in substantially the following legend: form (and a stop transfer order may be placed against transfer of the certificates for the Shares): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OFFERED, SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESTHOSE LAWS.” (bii) The legend set forth above Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Shares have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates or book-entry shares representing the Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow (A) the legend on the Shares to be removed, or (B) sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company shall issue agrees to authorize the removal of, any legend from such Shares, following the delivery by a certificate without such legend Purchaser to the transferee Company or the Company’s transfer agent of the Shares represented thereby, if, unless otherwise required by state securities laws, a legended certificate representing such Shares: (i) following any sale of such Shares have been sold under an effective registration statement under the Securities Actpursuant to Rule 144, (ii) in connection with if such Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time that the Registration Statement is declared effective. If a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer legend removal request is being made pursuant to the foregoing, the Company will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Shares (or a request for legend removal, in the case of Shares issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Shares that is free from all restrictive legends or an exemption equivalent book-entry position, as requested by the Purchaser. Certificates for Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Shares in accordance with Section 3.2(j)(ii), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Such Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 3.2(j)(ii) is predicated upon the Company’s reliance that such Purchaser will sell any such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actan exemption therefrom.

Legend. (a) Each Purchaser understands and agrees that each certificate representing or other document evidencing any of the Shares held by the Investors shall be endorsed with the legend in the form set forth below, and such Purchaser covenants that such Purchaser shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in the legend endorsed on such certificate (unless there is in effect a registration statement under the Securities Act covering such proposed transfer, such securities have been sold under Rule 144 or as otherwise permitted by the provisions of Section 5 above) and understands that the Company will refuse to register a transfer of any Shares unless the conditions specified in the following legendlegend are satisfied: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE SECURITIES ACT”)LAWS. EXCEPT AS SPECIFIED IN THIS LEGEND, AND, ACCORDINGLY, SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT UNLESS SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES RULE 144 OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMUNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR IN A TRANSACTION NOT SUBJECT TO, THE TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY LAWS, SUBJECT TO DELIVERY OF A LEGAL WRITTEN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTCOUNSEL, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE SATISFACTORY TO THE COMPANY. , TO THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SUCH SALE OR OTHER LOAN SECURED BY SUCH SECURITIESTRANSFER.”" (b) The Such certificates shall not contain any legend set forth above shall be removed(i) following any sale of such Shares pursuant to an effective Registration Statement or Rule 144, and or (ii) if such Shares are eligible for sale under Rule 144. At such time as a legend is no longer required for certain Shares, the Company shall issue promptly following the delivery by a Purchaser to the Company or the Company's transfer agent of a legended certificate representing such securities, deliver or cause to be delivered to such Purchaser a certificate without representing such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or that is free from all restrictive and other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actlegends.

Legend. (a) Each stock certificate representing Shares held by the Investors Shares, unless registered pursuant to an effective registration statement, shall be endorsed with bear the following restrictive legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR SOLD HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF FROM REGISTRATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS OF AN ASSET PURCHASE AGREEMENT PURSUANT TO WHICH SUCH SECURITIES WERE ISSUED. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OR THE AVAILABILITY OF COUNSEL TO THE TRANSFEROR TO AN EXEMPTION FROM SUCH EFFECTREGISTRATION REQUIREMENTS. After any applicable holding period required under Rule 144 of the Securities Act of 1933, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend as amended, or any other rule or regulation allowing for the sale or disposition of restricted securities and compliance with such provisions set forth above therein, upon any demand by TDIL, Transferee, shall be removedobligated to promptly cause the issuance of a legal opinion letter and all other actions, and the Company shall issue a certificate without such legend to the transferee extent required, by Transferee’s securities counsel, which will enable TDIL to freely sell, transfer, pledge, or dispose of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) in accordance with such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment rules or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actregulations.

Legend. (a) Each certificate representing Shares held by or instrument evidencing LLC Interests originally issued to the Investors Investor and each certificate or instrument issued in exchange for or upon the Transfer of any LLC Interests originally issued to the Investor (if such securities remain LLC Interests after such Transfer) shall be endorsed stamped or otherwise imprinted with a legend in substantially the following legendform: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYTHEREUNDER. THE SECURITIES ISSUABLE UPON EXERCISE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN INVESTOR RIGHTS AGREEMENT, DATED AS OF THIS SECURITY JUNE 17, 2002, AS MAY BE PLEDGED IN CONNECTION WITH AMENDED FROM TIME TO TIME, BY AND AMONG THE ISSUER AND CERTAIN OF THE ISSUER'S EQUITYHOLDERS. THE HOLDER HEREOF IS ENTITLED TO THE BENEFITS OF AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE INVESTOR RIGHTS AGREEMENT. A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED COPY OF SUCH INVESTOR RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY SUCH SECURITIESTHE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”" (b) The legend set forth above regarding this Agreement shall be removedremoved from the certificates evidencing any securities which cease to be LLC Interests. Upon the request of any LLC Interests Holder, and the Company shall issue a certificate without such legend to remove the transferee Securities Act portion of the Shares represented therebylegend set forth above from the certificate or certificates for such LLC Interests (if such LLC Interests are certificated as of such time); PROVIDED, if, unless otherwise required that such LLC Interests are eligible (as reasonably determined by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with in reliance upon an opinion of counsel, reasonably acceptable counsel to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iiiLLC Interests Holder) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred for sale pursuant to Rule 144 144(k) (or Rule 144A any similar rule or rules then in effect) under the Securities Act.

Legend. (aA) Each certificate representing Shares held Securities shall (unless otherwise permitted by the Investors shall provisions of this Agreement) be endorsed stamped or otherwise imprinted with legends substantially similar to the following legend: “THE (in addition to any legend required under applicable state securities laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE SECURITIES ACT”), AND, ACCORDINGLY, LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES UNDER SAID ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAW OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO EFFECTUATE SUCH EFFECTTRANSACTION. THE SALE, THE SUBSTANCE TRANSFER OR PLEDGE OF WHICH SHALL BE REASONABLY ACCEPTABLE THIS CERTIFICATE ARE SUBJECT TO THE COMPANY. TERMS AND CONDITIONS OF A CERTAIN PURCHASER RIGHTS AGREEMENT BETWEEN THE SECURITIES ISSUABLE UPON EXERCISE COMPANY AND CERTAIN HOLDERS OF THIS SECURITY ITS SECURITIES, AS THE SAME MAY BE PLEDGED AMENDED AND IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY EFFECT FROM TIME TO TIME. COPIES OF SUCH SECURITIESAGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” (bB) The legend set forth above Company shall be removed, and obligated to reissue promptly unlegended certificates at the Company request of any Purchaser if the Purchaser shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with obtained an opinion of counsel, counsel at such Purchaser's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company, Company to the effect that such salethe securities proposed to be disposed of may lawfully be so disposed of without registration, assignment qualification or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actlegend.

Legend. (a) Each certificate All certificates, if any, representing Shares held by the Investors Securities shall be endorsed with the following legendas follows: “THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A CONSULTANT SUBSCRIPTION AND SHAREHOLDERS AGREEMENT, DATED MARCH 5, 2004, AMONG THE COMPANY AND THE SHAREHOLDERS NAMED THEREIN. REFERENCE ALSO IS MADE TO THE RESTRICTIVE PROVISIONS OF THE BYE-LAWS OF THE COMPANY. A COPY OF THE ABOVE REFERENCED AGREEMENT AND THE BYE-LAWS MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, 1933 AND MAY NOT BE OFFERED OR SOLD TRANSFERRED EXCEPT IN ACCORDANCE WITH BERMUDA LAW PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMSTATEMENT, OR IN A TRANSACTION NOT SUBJECT TOAN EXEMPTION FROM REGISTRATION, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESUNDER SAID ACT.” (b) The legend Each Shareholder acknowledges to the Company and the other Shareholders that (i) the effect of such legend, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral and that “stop transfer” instructions may be noted against the Securities sold to such Shareholder hereunder; (ii) any transferee of such Shareholder is required to become a party to this Agreement as a condition to acquiring the Securities hereunder; and (iii) the consent of the Bermuda Monetary Authority is required before any Share may be transferred. (c) Except as otherwise expressly provided in this Agreement, all certificates, if any, representing Shares hereafter issued to or acquired by any of the Shareholders or their successors hereto shall bear the legends set forth above shall be removedabove, and the Shares represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each party hereto shall inure to and be binding upon each transferee to whom Shares are Transferred by any party hereto, except for Transfers described in Section 10(b)(ii). Prior to consummation of any Transfer, such party shall cause the transferee to execute a counterpart to this Agreement, at which time the Company shall issue a certificate without such legend revise the Shareholder Schedule as may be necessary or appropriate. Any Shareholder wishing to Transfer Shares shall give written notice to the transferee Company prior to any transfer (whether or not to a Permitted Transferee) of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actany Shares.

Legend. (a) Each certificate representing The Common Shares held by the Investors shall and Warrant Shares will be endorsed imprinted with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed. Provided, and that the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a saleany sale under the Initial Registration Statement or Rule 144, assignment or other transfer, such holder provides promptly (and in any event within five (5) business days after receipt by the Company with an opinion of counsela request therefor accompanied by all reasonably required documentation) deliver, reasonably acceptable or cause to the Companybe delivered, to the effect Investors new certificate(s) representing the Common Shares or the Warrant Shares, as applicable, that are free from all restrictive and other legends or, at the request of such saleInvestor, assignment or via DWAC transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActInvestor’s account.

Legend. (a) Each certificate The certificates representing Shares the Restricted Securities to be held by each of the Investors Members shall be endorsed with bear the following legendlegend in addition to any other legend that may be required from time to time under applicable law or pursuant to any other contractual obligation: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A “TRANSFER”) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF FEBRUARY 20, 2008. ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED (THE “SECURITIES ACT”)) OR STATE SECURITIES LAWS, AND, ACCORDINGLY, AND NO TRANSFER OF THESE SECURITIES MAY NOT BE OFFERED OR SOLD MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT ACT, OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROMTHEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, OR IN UPON REQUEST, REQUIRE A TRANSACTION NOT SUBJECT TO, SATISFACTORY OPINION OF COUNSEL FOR THE REGISTRATION HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYACT. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend Each of the parties hereto agrees that it will not transfer any Restricted Securities without complying with each of the restrictions set forth above shall be removed, herein and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) agrees that in connection with a saleany such transfer it will, assignment or other transferif requested by the Company, such holder provides deliver at its expense to the Company with an opinion of counsel, in form and substance reasonably acceptable satisfactory to the Company and counsel for the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements not in violation of the Securities Act, securities laws of the United States of America or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned any state thereof or transferred pursuant to Rule 144 or Rule 144A under the Securities Actany Gaming Laws.

Legend. (a) Each certificate Employee agrees that the certificates representing Shares held the shares of Common Stock subject to this Agreement may have placed upon them an appropriate legend noting that such shares are, during the Restricted Stock Period, subject to restrictions on voting and transfer, and the Company’s transfer agent may be instructed to refuse to transfer any such shares presented for transfer during the Restricted Stock Period unless to a Person requesting the transfer of such shares pursuant to a testamentary instrument or the laws of descent and distribution, and then, only upon receipt of a reasonably appropriate undertaking on the part of such Person to be bound by the Investors shall be endorsed with terms hereof. 1. Xxxx X. Xxxxxxx (“the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTExecutive”), ANDfor himself and his family, ACCORDINGLYheirs, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMexecutors, OR IN A TRANSACTION NOT SUBJECT TOadministrators, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTlegal representatives and their respective successors and assigns, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.in exchange for the consideration received pursuant to the Separation Agreement and General Release, dated as of October 17, 2006 (the “Agreement” ), between the Executive and ION Media Networks, Inc. (b) The legend set forth above shall be removedf/k/a Xxxxxx Communications Corporation), a Delaware corporation (the “Company”), hereby releases and forever discharges the Company, its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with the Company, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any and all applicable laws arising under or in connection with the Executive’s employment or termination thereof, whether for breach of express or implied employment contract, misrepresentation, wrongful discharge, intentional infliction of emotional distress, defamation, or injuries incurred on the job or incurred as a result of loss of employment, or any other employment related tort, common law or contract claim, and including claims for attorneys’ fees and expenses. Without limiting the generality of the foregoing, the Executive acknowledges that this release includes all claims arising under the following laws: Title VII of the Civil Rights Act of 1964, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended; the Fair Labor Standards Act, as amended; the Americans with Disabilities Act of 1990; the Family Medical Leave Act; the Age Discrimination in Employment Act of 1969, as amended, including the Older Workers Benefit Protection Act; and all other federal, state and local laws and regulations relating to employment, including those prohibiting age discrimination. The Executive acknowledges that he has read the Agreement and this General Release of Claims (the “Release”), that he has been advised that he should consult with an attorney before he executes the Agreement and this Release and has done so, that the terms of the Agreement and this Release are contractual and have been negotiated among the Executive, the Company shall issue a certificate without such legend and their respective legal counsel, and that he understands all of the terms of the Agreement and the Release and is executing each voluntarily and with full knowledge of its significance and the consequences thereof. The Executive further understands that by signing this Release he is in fact waiving, releasing and forever giving up any claim under all laws within the scope of this paragraph 1 that may have existed on or prior to the transferee of date hereof. Notwithstanding anything in this paragraph 1 to the Shares represented therebycontrary, if, unless otherwise required by state securities laws, this Release shall not apply to (i) such Shares have been sold under an effective registration statement under any actions to enforce rights arising under, or any claim for benefits which may be due the Securities ActExecutive pursuant to, the Agreement, (ii) in connection with any rights or claims that may arise as a saleresult of events occurring after the date this Release is executed, assignment (iii) any indemnification rights the Executive may have as a former officer or other transfer, such holder provides director of the Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with an opinion the terms of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Actpolicy, or (iiiv) such holder provides for the avoidance of doubt, the rights and obligations of the Executive under the Noncompetition Agreement, dated as of November 7, 2005, between the Executive and NBC Universal, Inc. 2. The Executive represents that he has not filed against the Released Parties any complaints, charges, lawsuits or administrative or arbitral proceedings arising out of his employment, or any other matter arising on or prior to the date of this Release, and covenants and agrees that he will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency or dispute resolution organization, or against the Released Parties with respect to any of the matters released by the Executive pursuant to paragraph 1 hereof. 3. The Executive hereby acknowledges that the Company with reasonable assurance has informed him that he has up to 21 days to review and consider the Agreement and this Release before signing them, and that the Shares are being soldExecutive may knowingly and voluntarily waive that 21 day period by signing the Agreement and this Release prior to the expiration of such 21 day period. 4. The Executive acknowledges that he shall have seven days following the date on which he signs the Agreement and this Release within which to revoke his acceptance by providing a written notice of his revocation to the Company at the address for notices set forth in the Agreement. Upon expiration of the seven day period, assigned or transferred pursuant to Rule 144 or Rule 144A under if the Securities ActExecutive has not revoked his acceptance, the Agreement and this Release shall become effective and enforceable.

Legend. (a) Each certificate representing Shares held by any of the Investors Securities shall be endorsed with the following legendapplicable legend set forth below and any other legend required by applicable law, and the Purchaser covenants that, except to the extent such restrictions are waived in writing by the Company, it shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in this Agreement and the legend endorsed on such certificate: “THE SECURITIES ORDINARY SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES U.S.SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, ) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OFFERED, SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH OFFER, SALE OR PURSUANT TO TRANSFER OR (II) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH OR ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL FOR SUCH OFFER, SALE OR TRANSFER IS AVAILABLE AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO UTSTARCOM HOLDINGS CORP HAS BEEN PROVIDED COVERING SUCH EXEMPTION. HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS CERTIFICATE MUST BE SURRENDERED TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE COMPANY. SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SECURITIES ISSUABLE UPON EXERCISE OF SHARES REPRESENTED BY THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESCERTIFICATE.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate All certificates representing Shares held shares of the Company Common Stock issued to or acquired by any of the Investors Stockholders of their successors hereto shall be endorsed with bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED TRANSFERRED OR SOLD RESOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS PERMITTED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH THE APPLICABLE STATE SECURITIES LAWS AS EVIDENCED LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. IN ADDITION, THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND ARE SUBJECT TO CERTAIN RESTRICTIONS AND LIMITATIONS SET FORTH IN A STOCKHOLDERS AGREEMENT AMONG THE COMPANY AND THE STOCKHOLDER. COPIES OF THIS AGREEMENT MAY BE REVIEWED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO CONTACTING THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above No transfer of any share of the Company's Common Stock, other than a transfer to the Company, shall be removed, and the Company shall issue a certificate without effective unless such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, Transfer is made (i) such Shares have been sold under pursuant to an effective registration statement under the Securities Act, Act and a valid qualification under applicable state securities or blue sky laws or (ii) in connection with without registration under the Securities Act and qualification under applicable state securities or blue sky laws, as a saleresult of the availability of an exemption from registration and qualification under such laws, assignment or other transferand, such holder provides unless waived by the Company with in writing, the transferring Stockholder shall have furnished the Company an opinion of counsel, reasonably acceptable such counsel and such opinion being satisfactory in form and substance to the CompanyCompany and its counsel, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Acteffect.

Legend. (a) Each certificate BYC understands that the certificates or other instruments representing the Warrant and, until such time as the Warrant Shares held shall have been sold pursuant to a registration under the Securities Act as contemplated by this Agreement, the Investors stock certificates representing the Warrant Shares shall be endorsed with bear a restrictive legend in substantially the following legend: “form (and a stop- transfer order may be placed against transfer of such certificates or other instruments): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES UNDER SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, OR AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTIN FORM, THE SUBSTANCE OF WHICH SHALL BE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANYISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, removed and the Company Revenge shall issue a certificate without such legend to the transferee any holder of the Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been the same are sold under pursuant to an effective registration statement under the Securities Act, or (ii) in connection with a sale, assignment or other transfersale transaction, such holder provides the Company Revenge with an opinion of counsel, in form, substance and scope reasonably acceptable to the CompanyRevenge, to the effect that such a public sale, assignment or transfer is being made pursuant to an exemption from the thereof maybe lawfully effected without registration requirements of under the Securities Act, or (iii) such holder provides the Company Revenge with reasonable assurance assurances reasonably satisfactory to Revenge that the Shares are being sold, assigned or transferred same may be publicly sold pursuant to Rule 144 or Rule 144A under the Securities Actwithout restriction.

Legend. (a) Each certificate representing the Convertible Debentures, the Warrants and Warrant Shares held by the Investors and if appropriate, securities issued upon conversion or exercise thereof, shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legend: form (in addition to any legend required by applicable state securities or “THE blue sky” laws): “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” Each certificate representing the Convertible Debentures, the Conversion Shares, the Warrants and Warrant Shares and if appropriate, securities issued upon conversion or exercise thereof, if such securities are being offered to Purchasers in reliance upon Regulation S, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to 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 (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE AND OPINION ARE REASONABLY ACCEPTABLE SATISFACTORY TO THE COMPANY. , THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ISSUABLE UPON EXERCISE OF ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS SECURITY CERTIFICATE MAY NOT BE PLEDGED CONDUCTED UNLESS IN CONNECTION COMPLIANCE WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESTHE SECURITIES ACT.” (b) ” The legend set forth above restrictions on transfer contained in this Section 5.1 shall be removedin addition to, and the Company shall issue not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement. Whenever a certificate representing the Conversion Shares or the Warrant Shares is required to be issued to a Purchaser without such legend to a legend, in lieu of delivering physical certificates representing the transferee of Conversion Shares or the Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective provided that a registration statement under the Securities ActAct providing for the resale of the Warrant Shares and Conversion Shares is then in effect), (ii) in connection with a sale, assignment or other transfer, such holder provides the Company may cause its transfer agent to electronically transmit the Conversion Shares or Warrant Shares to a Purchaser by crediting the account of such Purchaser or such Purchaser’s prime broker with an opinion of counsel, reasonably acceptable the DTC through its DWAC system (to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements extent not inconsistent with any provisions of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actthis Agreement).

Legend. (a) Each Certificates for the Common Stock or, if a certificate representing Shares held by has not been issued, the Investors registration of the Common Stock on the stock transfer books of the Company, shall be endorsed with evidence one Right for each share of Common Stock represented thereby and the Company shall mail to every Person that acquires Common Stock after the Payment Time either certificates for such Common Stock or a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which certificates or confirmation shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Agreement referred to below), this also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, dated as of December 5, 2016 (as such may be amended from time to time, the “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTAgreement”), ANDbetween Xxxxxxx Furniture Company, ACCORDINGLYInc. (the “Company”) and Continental Stock Transfer & Trust Company, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMas Rights Agent, OR IN A TRANSACTION NOT SUBJECT TOthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend as set forth above in the Agreement, such Rights may be redeemed, may become exercisable for securities or assets of the Company, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become null and void (including if they are “Beneficially Owned” by an “Acquiring Person” or an “Affiliate” thereof, as such terms are defined in the Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Agreement to the holder hereof without charge after the receipt of a written request therefor. Certificates representing shares of Common Stock that are issued and outstanding at the Payment Time (or the registration of the Common Stock in the stock transfer books with respect to uncertificated shares) shall evidence one Right for each share of Common Stock evidenced thereby notwithstanding the absence of the foregoing legend. Notwithstanding the foregoing, neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights. If the Common Stock issued after the Record Time but prior to the Separation Time shall be removeduncertificated, the registration of such Common Stock on the stock transfer books of the Company shall evidence one Right for each share of Common Stock represented thereby. The Company shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on the stock transfer books of the Company, without charge, after the receipt of a written request therefor, and the Company shall issue a certificate without such legend cause the transfer agent for the Common Stock to include on each direct registration account statement with respect to the transferee Common Stock issued prior to the Separation Time an appropriate notation to reflect the issuance of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActRights.

Legend. (a) Each certificate The certificates representing Shares held by the Investors shall Securities sold pursuant to this Subscription Agreement will be endorsed imprinted with a legend in substantially the following legendform: “"THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED OR SOLD OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMACT, OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT SUBJECT TO, THE REQUIRE REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH SUCH OTHER APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESLAWS.” (b) " The legend set forth above shall be removed, removed and the Company shall issue a certificate certificates without such legend to the transferee holder of the Shares represented therebySecurities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if, unless otherwise required by state securities laws, if (i) such Shares have been sold under an effective registration statement Securities are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably in a generally acceptable to the Companyform, to the effect that such sale, assignment or transfer is being of the Securities may be made pursuant to an exemption from without registration under the registration applicable requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A under 144. The Company shall be responsible for the Securities Actfees of its transfer agent and all DTC fees associated with such issuance.

Legend. Until the termination of this Agreement in accordance with Section 11 hereof, the Borrower and each Subordinating Creditor (aother than the Trustee and the Collateral Agent) Each certificate representing Shares held by will cause to be clearly, conspicuously and prominently inserted on the Investors shall be endorsed with face of each Subordinated Document, any guaranty of any Subordinated Debt and any other negotiable Subordinated Debt Document (if any), as well as any renews or replacements thereof, the following legendlegend in substantially the form hereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933This instrument and the rights and obligations evidenced hereby, AS AMENDED the liens and security interests securing the indebtedness and other obligations incurred or arising under or evidenced by this instrument and the rights and obligations evidenced hereby with respect to such liens are subordinate in the manner and to the extent set forth in that certain Amended and Restated Subordination Agreement (THE as the same may be amended or otherwise modified from time to time pursuant to the terms thereof, the “SECURITIES ACTSubordination Agreement”), ANDdated as of January 14, ACCORDINGLY2005 among The Bank of New York, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMacting as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) to the holders of the “Securities” (as defined in the Indenture, OR IN A TRANSACTION NOT SUBJECT TOdated as of January 14, 2005, among the Trustee and The Wet Seal, Inc.), S.A.C. CAPITAL ASSOCIATES, LLC, a limited liability company organized under the laws of Anguila (“SAC”), and certain other holders of indebtedness identified on the signature pages thereto, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTWET SEAL, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESINC., a Delaware corporation, (the “Lead Borrower” (b) The legend set forth above shall be removed), and the Company shall issue a certificate without such legend to the transferee of the Shares represented therebyFLEET RETAIL GROUP, ifINC., unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Companyacting as agent, to the effect that such sale, assignment or transfer is being made indebtedness and the liens and security interests securing indebtedness (including interest) owed by the Companies pursuant to an exemption that certain Amended and Restated Credit Agreement dated as of September 22, 2004 (the “First Lien Credit Agreement”) among the Lead Borrower, THE WET SEAL RETAIL, INC., a Delaware corporation (“Wet Seal Retail”), WET SEAL CATALOG, INC., a Delaware corporation (collectively, with Wet Seal Retail and the Lead Borrower, the “Companies”), WET SEAL GC, INC., a Virginia corporation (the “Facility Guarantor”), and FLEET RETAIL GROUP, INC. (“Agent”), Back Bay Capital Funding, LLC, as Term Lender, the lenders from the registration requirements time to time party thereto and Fleet National Bank, as Issuing Lender, and certain guarantees of the Securities Actindebtedness evidenced thereby, as such First Lien Credit Agreement and such guarantees have been and hereafter may be amended, restated, supplemented or otherwise modified from time to time as permitted under the Subordination Agreement and to the liens and security interests securing indebtedness refinancing the indebtedness under such agreements as permitted by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement applicable to the “Subordinating Creditors” (iii) as such term is defined in the Subordination Agreement), as if such holder provides were a Subordinating Creditor for all purposes of the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActSubordination Agreement.”

Legend. (a) Each The certificate or certificates representing Shares held by the Investors Securities shall be endorsed subject to a legend restricting transfer under the 0000 Xxx. (b) The Securities will be issued with the following legendlegend appearing thereon: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"1933 ACT") OR QUALIFIED UNDER APPLICABLE STATE SECURITIES ACT”), AND, ACCORDINGLY, LAWS. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT THERETO UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES 1933 ACT AND IN ACCORDANCE WITH UNDER ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL LAW OR WITHOUT AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE C- PHONE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE FEDERAL AND STATE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT LAWS OR OTHER LOAN SECURED BY SUCH SECURITIESAN EXEMPTION THEREFROM.” (bc) The legend set forth above endorsed on the certificate pursuant to this Section representing shares of Common Stock shall be removed, removed and the Company shall issue a replacement certificate without such legend to the transferee holder of such certificate if the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been certificate are being sold under pursuant to an effective registration statement under the Securities Act, 1933 Act (iithe "Registration Statement") in connection with a sale, assignment or other transfer, if such holder provides to the Company with an opinion of counsel, counsel reasonably acceptable to the Company, 's counsel to the effect that such a public sale, transfer or assignment or transfer is being of such Securities may be made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actwithout registration.

Legend. (a) Each certificate representing Shares held by the Investors Lender shall be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

Legend. (a) Each certificate representing the Preferred Shares held by and the Investors Warrants, and, if appropriate, securities issued upon conversion thereof, shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legend: “THE form (in addition to any legend required by applicable state securities or "blue sky" laws): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), AND, ACCORDINGLY, ") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO MEDIX RESOURCES, INC. SHALL HAVE RECEIVED AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE OPINION OF ITS COUNSEL THAT REGISTRATION REQUIREMENTS OF SUCH SECURITIES UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYIS NOT REQUIRED. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The Company agrees to reissue certificates representing the Shares without the legend set forth above if at such time, prior to making any transfer of any Shares or Shares, such holder thereof shall be removedgive written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request, and (x) the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold registered for sale under an effective registration statement the Securities Act and the holder is selling such shares and is complying with its prospectus delivery requirement under the Securities Act, (iiy) the holder is selling such Shares in connection compliance with a sale, assignment or other transfer, such holder provides the Company with an opinion provisions of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or (z) the provisions of paragraph (k) of Rule 144A under the Securities Act144 apply to such Shares.

Legend. (a) In the sole discretion of the Board, the issued and outstanding Units may be represented by certificates. Each Member and the Company shall take all such action necessary to cause any certificate representing Shares held outstanding Units owned by the Investors shall be endorsed with each Member to bear a legend containing the following legendwords: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND SUCH LAWS.” “IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND VOTING SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY DATED AS OF SEPTEMBER 18, 2008 AS AMENDED AND IN EFFECT FROM TIME TO TIME, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE COMPANY.” The requirement that the above securities legend be placed upon certificates evidencing Units shall cease and terminate upon the earliest of the following events: (THE i) when such Units are transferred in a public offering; (ii) when such Units are transferred pursuant to Rule 144 promulgated under the Securities Act (“SECURITIES ACTRule 144”), ANDas such Rule may be amended (or successor provision thereto); or (iii) when such Units are transferred in any other transaction if, ACCORDINGLYin each such case, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above shall be removed, and the seller delivers to the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of his, her or its counsel, which counsel and opinion shall be reasonably acceptable satisfactory to the Company, or a “no-action” letter from the staff of the Securities and Exchange Commission, in either case to the effect that such sale, assignment or transfer legend is being made pursuant no longer necessary in order to an exemption from protect the registration requirements Company against a violation by it of the Securities ActAct upon any sale or other disposition of such Units without registration thereunder. Upon the consummation of any event requiring the removal of a legend hereunder, the Company, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such Units as to which the requirement for such legend shall have terminated, one or (iii) more new certificates evidencing such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActUnits not bearing such legend.

Legend. (a) Each certificate representing Shares held by the Investors Securities shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legend: form (in addition to any legend required by applicable state securities or “blue sky” laws): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR SOLD EXCEPT PURSUANT TO ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH THE SECURITIES.” 1. Certificates evidencing the Warrant Shares shall not contain any legend (b) The including the legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities lawsin Section 10.1 hereof), (i) such Shares have been sold under an effective while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iiiii) following any sale of such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144, or (iii) if such Warrant Shares are eligible for sale under Rule 144 by the Purchaser without limitation as to volume or Rule 144A manner of sale, or (iv) if such legend is not required under applicable requirements of the Securities ActAct (including judicial interpretations and pronouncements issued by the Staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the effective date of a registration statement covering such Warrant Shares, if required by the Company’s transfer agent, to effect the removal of the legend hereunder. If all or any portion of the Warrant or the Contingent Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, such Warrant Shares, as the case may be, shall be issued free of all legends. The Company agrees that following the effective date of the registration statement covering Warrant Shares or at such time as such legend is no longer required under this Section 10.1, it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Company’s transfer agent of a certificate representing Warrant Shares, as the case may be, issued with a restrictive legend (such date, the “Delivery Date”), deliver or cause to be delivered to the Purchaser a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Whenever a certificate representing the Warrant Shares is required to be issued to the Purchaser without a legend, in lieu of delivering physical certificates representing the Warrant Shares, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares to the Purchaser by crediting the account of such Purchaser’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system (to the extent not inconsistent with any provisions of this Agreement).

Legend. (a) Each certificate representing Shares any of the shares of Common Stock held by a party to this Agreement (other than the Investors Company) shall be endorsed with bear the following legendlegend in addition to any other legend required under applicable law: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE SECURITIES ACT”), AND, ACCORDINGLY, ACT AND MAY NOT BE OFFERED TRANSFERRED WITHOUT REGISTRATION UNDER SUCH ACTS OR SOLD EXCEPT PURSUANT AN OPINION OF COUNSEL, SATISFACTORY TO AN EFFECTIVE THE COMPANY, THAT SUCH REGISTRATION STATEMENT UNDER IS NOT REQUIRED. THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTTERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, THE SUBSTANCE A COPY OF WHICH SHALL BE REASONABLY ACCEPTABLE TO AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SALE, TRANSFER OR OTHER LOAN SECURED BY DISPOSITION OF THE SECURITIES ARE SUBJECT TO THE TERMS OF SUCH SECURITIESAGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.” (b) The legend set forth above shall be removed, and the Company shall issue Prior to any proposed Transfer of any Common Stock by a certificate without such legend Person subject to the transferee of restrictions contained in this Article 3, the Shares represented thereby, if, unless otherwise required by state securities laws, holder thereof (i) such Shares have been sold under an effective registration statement under shall give written notice to the Securities ActCompany and the other Stockholders describing the manner and circumstances of the proposed Transfer, (ii) in connection with unless otherwise agreed by the Company, shall deliver a salewritten opinion of legal counsel, assignment or other transfer, such holder provides addressed to the Company with an opinion of counseland the transfer agent, reasonably acceptable if other than the Company, and in form and substance satisfactory to the Company and the transfer agent, if other than the Company, to the effect that the proposed Transfer of the shares of Common Stock may be effected without registration under the Securities Act and applicable state securities laws and (iii) shall furnish the Company with such saleevidence as the Company reasonably may request that the proposed Transfer will comply with all applicable requirements of this Article 3. Each certificate evidencing the shares of Common Stock transferred shall bear the legend set forth in Section 3.1(a), assignment or transfer except that such certificate shall not bear the first paragraph of such legend if the opinion of counsel referred to above is being made pursuant to an exemption from the registration requirements further effect that such legend is not required in order to establish compliance with any provision of the Securities Act, Act or applicable state securities laws. (iiic) such holder provides A notation will be made in the appropriate transfer records of the Company with reasonable assurance that respect to the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under restrictions on Transfer of the Securities Actreferred to in this Agreement.

Legend. (a) Each certificate representing Shares held Voting Securities and Voting Security Equivalents beneficially owned by the Investors shall parties hereto (other than Parent) shall, except as otherwise provided in this Article VI, be endorsed stamped or otherwise imprinted with a legend substantially in the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED 1933 OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND ARE SUBJECT TO CERTAIN LIMITATIONS ON TRANSFER SET FORTH IN AN AGREEMENT DATED AS EVIDENCED OF OCTOBER 6, 2003 BETWEEN ITC/\DELTACOM, INC. AND THE OTHER PARTIES THERETO. A COPY OF SUCH AGREEMENT IS ON FILE WITH THE SECRETARY OF ITC/\DELTACOM, INC. EXCEPT FOR A DISPOSITION OF SECURITIES PERMITTED BY A LEGAL OPINION THE PROVISIONS OF COUNSEL TO ARTICLE II OF SUCH AGREEMENT IF THE TRANSFEROR TO PROVISIONS OF SUCH ARTICLE ARE THEN IN EFFECT, THE SUBSTANCE OF WHICH SUCH STOP TRANSFER INSTRUCTIONS SHALL BE REASONABLY ACCEPTABLE APPLICABLE TO THE COMPANY. THE ANY DISPOSITION OF SUCH SECURITIES ISSUABLE UPON EXERCISE OF AND THIS SECURITY MAY LEGEND SHALL BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT STAMPED OR OTHER LOAN SECURED BY OTHERWISE IMPRINTED ON ANY CERTIFICATE REPRESENTING SUCH SECURITIES.” (b) The legend set forth above . A certificate shall be removed, and the Company shall issue a certificate without not bear such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, if (i) the holder thereof shall provide evidence reasonably satisfactory to Parent (which at Parent's election may include an opinion of counsel) that the Voting Securities or Voting Security Equivalents being sold thereby may be publicly sold without registration under the Securities Act and in compliance with the provisions of this Agreement or (ii) the Voting Securities or Voting Security Equivalents represented by such Shares have been sold under an effective registration statement certificate are Transferred in a transaction registered under the Securities Act. If any Voting Securities or Voting Security Equivalents shall cease to be subject to the restrictions set forth in this Agreement, (ii) in connection with a saleParent shall, assignment or other transferupon the written request of the holder thereof, issue to such holder provides a new certificate evidencing such Voting Securities or Voting Security Equivalents without the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements second sentence of the Securities Act, legend (or (iiithe reference therein to this Agreement) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actset forth above.

Legend. (a) Each certificate representing Shares held by the Investors Restricted Securities shall be endorsed with the following legendlegends and such other legends as may be required by applicable state securities laws: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF MAY 16, 2002, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE SECURITIES ACT”)LAWS, AND, ACCORDINGLY, AND MAY NOT BE OFFERED OFFERED, SOLD OR SOLD TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, OR IN A TRANSACTION NOT SUBJECT TOAS AMENDED, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESLAWS.”" (b) The legend set forth above Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon the completion of a Transfer pursuant to a registered public offering under the Securities Act and made in accordance with the Securities Act) shall be removedalso bear such legends, and unless in the Company shall issue a certificate without such legend opinion of counsel for the Company, the Restricted Securities represented thereby are no longer subject to the transferee provisions of this Agreement or the Shares represented thereby, if, unless otherwise required by restrictions imposed under the Securities Act or state securities laws, in which case the applicable legend (ior legends) such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actmay be removed.

Legend. (a) Each certificate representing the Shares held by and the Investors Warrant Shares shall be endorsed stamped or otherwise imprinted with a legend substantially in the following legendform (in addition to any legend required by applicable state securities or “blue sky” laws) until such legend may be removed as provided in subsection (b) below: “THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR IF APPLICABLE, STATE SECURITIES ACT”), AND, ACCORDINGLY, LAWS. THESE SHARES OF COMMON STOCK MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES OF COMMON STOCK UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES SAID ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO NUANCE COMMUNICATIONS, INC. THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESREGISTRATION IS NOT REQUIRED.” (b) The Company agrees to reissue certificates representing any of the Shares or Warrant Shares, without the legend set forth above above, if at such time, prior to making any transfer of any such Securities, such holder thereof shall be removed, and give written notice to the Company describing the manner and terms of such transfer and removal as the Company may reasonably request; provided that such legends shall issue a certificate without not be removed and such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, proposed transfer will not be effected until: (i) such Shares have been sold under an effective registration statement shares of Common Stock are registered under the Securities Act, or (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably counsel acceptable to the Company, Company to the effect that such a public sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A shares of Common Stock may be made without registration under the Securities ActAct and applicable state securities or “blue sky” laws. In the case of any proposed transfer under this Section 5.1, the Company shall in no event be required, in connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to general service of process in any state where it is not then subject. The restrictions on transfer contained in this Section 5.1 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Legend. (a) Each certificate representing Shares held by the Investors shall a Share, if any, will be endorsed stamped or otherwise imprinted with a legend in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “. THESE SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO AN THE CONDITIONS SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT OF EMDEON INC. DATED AS OF AUGUST 5, 2009, AMONG THE STOCKHOLDERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE REGISTRATION STATEMENT UNDER UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE SECURITIES ACT OR PURSUANT HOLDER OF RECORD OF THIS CERTIFICATE TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS SECRETARY OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION ISSUER OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above If any Class A Shares shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Shares represented thereby, if, unless otherwise required by state securities laws, either (i) such Shares have been sold under an effective disposed of pursuant to a registration statement under that has been declared effective by the Securities Act, SEC or (ii) sold under circumstances in connection with a salewhich all of the applicable conditions of Rule 144 are met, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to upon the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements written request of the Securities Actholder thereof, or (iii) shall issue to such holder provides a new certificate evidencing such Class A Shares without the Company with reasonable assurance that legend required by Section 6.4(a) endorsed thereon. If any Class A Shares cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Class A Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under without the Securities Actsecond sentence of the legend required by Section 6.4(a) endorsed thereon.

Legend. (a) Each certificate representing or other document evidencing the Preferred Shares held purchased hereunder by the Investors Purchaser shall be endorsed with the following legendlegends set forth below: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION QUALIFIED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”)") OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION THEREOF UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM REGISTRATION OR QUALIFICATION. THE COMPANY MAY REFUSE TO AUTHORIZE ANY TRANSFER OF THE SHARES IN RELIANCE ON AN EXEMPTION FROM REGISTRATION OR QUALIFICATION UNTIL IT HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE TRANSFEROR TO COMPANY AND ITS COUNSEL, THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT REGISTRATION OR OTHER LOAN SECURED BY SUCH SECURITIESQUALIFICATIONS IS NOT REQUIRED.” (b) The Any legend set forth endorsed on a certificate or instrument evidencing a security pursuant to paragraph (a) above shall be removed, and the Company shall issue a certificate or instrument without such legend to the transferee holder of the Shares represented thereby, if, unless otherwise required by state securities lawssuch security, (i) in accordance with paragraph (a) above, (b) if such Shares have been sold under an effective security is being disposed of pursuant to registration statement under the Securities ActAct and any applicable state acts or pursuant to Rule 144 or any similar rule then in effect, or (iiiii) in connection with a sale, assignment or other transfer, if such holder provides the Company with an opinion of counsel, reasonably acceptable counsel satisfactory to the Company, Company to the effect that a safe, transfer, assignment, offer, pledge or distribution for value of such sale, assignment or transfer security may be made without registration and that such legend is being made pursuant not required to an satisfy the applicable exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Actregistration.