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. (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 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. (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. (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 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 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 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. (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 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. (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 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 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 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 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 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 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 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 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. 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 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 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. (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 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. (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 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 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. (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 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. 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 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 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. 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 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 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 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 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. (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 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 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 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 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 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 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. (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 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 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 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 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 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 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. 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. (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. (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 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. (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 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 Voting Securities and Voting Security Equivalents beneficially owned by the Investors shall be endorsed parties hereto (other than Parent), except for Voting Securities and Voting Security Equivalents beneficially owned by the WCAS Securityholders as of the date hereof which have been stamped or otherwise engraved with the legend specified in Article VI of the Original Agreement, shall, except as otherwise provided in this Article V, be 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 ARE SUBJECT TO CERTAIN LIMITATIONS ON TRANSFER SET FORTH IN AN AGREEMENT DATED AS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933[ ], AS AMENDED (FROM TIME TO TIME, 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 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER PERMITTED BY THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR PROVISIONS OF ARTICLE II OF SUCH AGREEMENT IF THE PROVISIONS OF SUCH ARTICLE ARE THEN 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 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 the Preferred Shares held by and the Investors Warrant, 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 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 UNDER APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR WAVE SYSTEMS CORP. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL TO THE TRANSFEROR TO THAT REGISTRATION OF SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. SECURITIES UNDER THE SECURITIES ISSUABLE UPON EXERCISE AND UNDER THE PROVISIONS OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. 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) Each certificate representing It is understood that the certificates evidencing the Issued 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 INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE ISSUER TO THE COMPANY. EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY 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 shall be removed, and removed by PriceSmart from any certificate evidencing the Company shall issue a certificate without such legend to the transferee of the Issued Shares represented thereby, if, unless otherwise required by state securities laws, upon (i) such Shares have been sold under a sale by the holder pursuant to Rule 144 or an effective registration statement and in either case in accordance with Section 6.1 hereof or (ii) delivery to PriceSmart, following the one-year period described at Section 6.1, of an opinion by counsel, reasonably satisfactory to PriceSmart, that a registration statement under the Securities Act, (ii) Act is at that time in connection effect with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable respect to the Company, to the effect legended security or that such sale, assignment security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or transfer is being made exemptions from registration pursuant to an exemption from which PriceSmart issued 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 ActIssued Shares.

Legend. (a) Each certificate representing Shares held by the Investors Sellers 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, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE HYPOTHECATED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF (A) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO (B) AN AVAILABLE OPINION OF COUNSEL THAT AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE WITH RESPECT TO SUCH TRANSFER OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE ACT. NOTWITHSTANDING THE FOREGOING, 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 CERTIFICATE 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 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 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 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 __________ __, 2001. 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 Shares held by PRIOR TO OR Concurrently with the Investors execution of this Agreement, there shall have been or shall be endorsed with imprinted or otherwise placed on certificates representing the Common Shares and the Investor Shares the following restrictive legend: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH ARE SUBJECT TO THE SECURITIES TERMS AND EXCHANGE COMMISSION OR CONDITIONS OF A STOCKHOLDERS AGREEMENT THAT PLACES CERTAIN RESTRICTIONS ON THE SECURITIES COMMISSION VOTING OF THE SHARES REPRESENTED HEREBY. ANY STATE PERSON ACCEPTING ANY INTEREST IN RELIANCE SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON AN EXEMPTION FROM REGISTRATION UNDER WRITTEN REQUEST TO THE SECURITIES ACT COMPANY AT ITS PRINCIPAL PLACE OF 1933BUSINESS." Concurrently with the execution of this Agreement, there shall be imprinted or otherwise placed, on certificates representing the Common Shares the following restrictive legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION AND ITS ASSIGNEE(S) AND CERTAIN STOCKHOLDERS OF THE CORPORATION 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 PROVIDED 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 SECURITIESSTOCKHOLDERS AGREEMENT.”" (b) The legend set forth above shall be removedCompany agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed (upon registration of transfer, reissuance or otherwise), the Company shall issue above restrictive legends from any such certificate and will place or cause to be placed the above restrictive legends on any new certificate issued to represent Common Shares or Investor Shares theretofore represented by a certificate without such legend to carrying 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.restrictive legends. 7 10

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. (ai) Each certificate representing Shares held by The 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) Upon request from the Purchaser, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that the legend is no longer required under the Securities Act and applicable securities laws, the Company shall promptly cause the removal of the legend from any such certificate. The legend set forth above Company shall, at its sole expense, upon appropriate notice from the 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 the 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, including, without limitation, any regulation in connection with the removal of legends pursuant to the next sentence. The Purchaser may request that the Company remove, and the Company shall issue a certificate without agrees to authorize the removal of, any legend from such legend Securities, following the delivery by the Purchaser to the transferee Company or the Company’s transfer agent of the Shares represented thereby, if, unless otherwise required by state securities lawsa legended certificate representing such Securities: (A) following any sale of such Securities pursuant to Rule 144, (iB) if such Shares have been sold Securities are eligible for sale under an effective registration statement under Rule 144(b)(1), or (C) following the Securities Act, (ii) in connection with 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 the 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 the 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 Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by the 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 the Purchaser effects a transfer of the Securities in accordance with this Section 3.3(k)(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 the Purchaser to effect such transfer. The Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 3.3(k)(ii) is predicated upon the Company’s reliance that the 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. (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 shall be removedCompany shall, and the Company shall issue a certificate without such legend to the transferee of the Shares represented therebyat its sole expense, if, unless otherwise required by state securities laws, (i) such upon appropriate notice from any Purchaser stating that Registrable Shares have been sold under pursuant to an effective registration statement under Registration Statement, timely prepare and deliver certificates or book-entry shares representing the Securities ActShares 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 sales without restriction pursuant to the effective Registration Statement, and (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.provide all other

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 MANAGEMENT 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 Shares held Registrable Securities shall (unless otherwise permitted by the Investors shall provisions of this 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 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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMAND SUCH STATE LAWS, OR IN A TRANSACTION NOT SUBJECT TO, UNLESS THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE TRANSFEROR TO COMPANY AND ITS COUNSEL, THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. REGISTRATION IS NOT REQUIRED.” -12- “THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A LOCKUP IN CONNECTION WITH AN INITIAL PUBLIC OFFERING AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH SECURITIESTRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.” ” (bc) Issuance of Unlegended Certificates. The legend set forth above Company shall be removed, and obligated to reissue promptly unlegended certificates at the Company shall issue a certificate without such legend to the transferee request of the Shares represented thereby, if, unless otherwise required by state securities laws, any Holder thereof if (i) such Shares the Holder, if requested by the Company, shall 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 (which counsel may be counsel to the Company) reasonably acceptable to the Company, Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification, or legend and (ii) the Registrable Securities represented by such salecertificates are no longer subject to Section 2.10 hereof. The Company shall bear the costs of any such reissuance, assignment or transfer is being made pursuant to an exemption from except the registration requirements legal fees and expenses incurred in connection with the rendering of the Securities Actaforementioned legal opinion, or (iii) such holder provides if the Company with reasonable assurance that counsel is other than counsel to the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities ActCompany.

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. (a) Each certificate representing Shares held by the Investors shall be endorsed The Lender hereby acknowledges that Parent will stamp or otherwise imprint each Warrant with a legend in substantially the following legendform: “THE THIS WARRANT AND ANY SECURITIES REPRESENTED BY THIS CERTIFICATE 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 Units (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, (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 promulgated under the Securities Act (or any similar rules then in effect) or to an affiliate of the Lender), the Lender shall deliver, upon the reasonable request of Parent, an opinion of counsel, which counsel shall be knowledgeable in securities laws and which opinion shall be reasonably satisfactory to Parent, to the effect that such transfer may be effected without registration under the Securities Act. Upon receipt of an opinion of counsel reasonably satisfactory to Parent to the effect that such legend no longer applies to any particular Warrant and/or Warrant Units, Parent shall promptly issue a replacement Warrant and/or replacement certificate evidencing such Warrant Units (as applicable), which does not contain such legend. In addition, the Lender hereby acknowledges that, so long as any particular Warrant Units remain Securityholder Securities (as defined in the Securityholders Agreement), Parent will stamp or otherwise imprint each Warrant and/or certificate evidencing such Warrant Units with a legend in substantially the following form: THIS WARRANT AND ANY SECURITIES OBTAINABLE UPON ITS EXERCISE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING RESTRICTIONS PURSUANT TO A SECURITYHOLDERS AGREEMENT, DATED AS OF APRIL 3, 2001 (AS AMENDED AND MODIFIED FROM TIME TO TIME), AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SECURITYHOLDERS. A COPY OF SUCH SECURITYHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. Upon any Warrant Units ceasing to be Securityholder Securities (as defined in the Securityholders Agreement) in accordance with the terms of the Securityholders Agreement, Parent shall promptly remove the legend set forth immediately above from any Warrant and/or certificate evidencing such Warrant Units.

Legend. (a) Each Stockholder hereto acknowledges and agrees that each certificate (or certificates) representing Shares the securities subject to this agreement owned or held by the Investors it 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 The securities evidenced by this certificate have not been registered under the Securities Act of 1933, AS AMENDED as amended (THE the “SECURITIES ACTSecurities Act”), ANDand may not be sold or transferred unless there is an effective registration statement under the Securities Act covering the sale or transfer of such securities or such sale or transfer is exempt from the registration and prospectus delivery requirements of the Securities Act. The securities evidenced by this certificate also are subject to certain other restrictions on transfer, ACCORDINGLYas set forth in a Stockholders Agreement, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMdated as of November 30, OR IN A TRANSACTION NOT SUBJECT TO2004, 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 EFFECTamong the Company and certain stockholders named therein (the “Stockholders Agreement”). Accordingly, 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 SECURITIESthese securities may only be transferred in compliance with the Stockholders Agreement.” (b) The certificates representing such securities, and each certificate issued in transfer thereof, also will bear any legend required under any applicable state securities laws. (c) Absent an effective registration statement under the Securities Act covering the disposition of such securities which any party hereto acquires, any such party will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any or all of the securities (i) unless such disposition is exempt from the registration and prospectus delivery requirements of the Securities Act and has been registered or qualified under (or is exempt from the registration and qualification requirements of) any applicable state securities laws and (ii) except in compliance with the terms of this Agreement. (d) Each of the parties hereto consents to the Company making a notation on its records or giving instructions to any transfer agent of such securities in order to implement the restrictions on transfer of securities set forth above in this §8. (e) Any legend endorsed on a certificate evidencing a security and any stop transfer instructions or notations on the Company’s records with respect to such security pursuant to §§8(a) and 8(b) hereof shall be removed, removed or lifted (if and to the extent applicable) and the Company shall issue a certificate without such legend (or application portion thereof) to the transferee holder of the Shares represented thereby, if, unless otherwise required by state securities laws, such security if (i) the transfer of such Shares have security has been sold under an effective registration statement registered under the Securities Act, Act or (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 a certificate stating that the Shares are being sold, assigned a public sale or transferred pursuant to Rule 144 or Rule 144A transfer of such security may be made without registration under the Securities ActAct and that such legend is not required under any applicable state securities laws.

Legend. (a) Each certificate All certificates (if any) representing the Shares held by the Investors each Shareholder shall be endorsed with bear 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 ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, AND STATE SECURITIES ACT”)LAWS, AND, ACCORDINGLY, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR SOLD EXCEPT OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS, (II) SUCH TRANSACTION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RULE 144, RULE 144A OR REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, AS AMENDED, 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 (III) AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTCOUNSEL, THE SUBSTANCE OF WHICH SHALL BE OPINION IS REASONABLY ACCEPTABLE SATISFACTORY TO THE COMPANY. , HAS BEEN DELIVERED TO THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY TRANSFERRED WITHOUT SUCH SECURITIES.” REGISTRATION. (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, Upon (i) such the Sale of any Shares have been sold under pursuant to 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 another exemption from registration under the Securities Act (and such Shares cease to be subject to the provisions hereof), (ii) upon the Transfer of any Shares pursuant to Section 2.1(c) hereof or (iii) the termination of this Agreement, the certificates representing such Shares shall be replaced, at the expense of the Company, with certificates or instruments not bearing the legends required by this Section 5.3; provided, that the Company may condition such replacement of certificates 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 an exemption from such registration is then available. 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 ORIGINALLY ISSUED ON [INSERT DATE] 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 “"ACT"). THE SECURITIES ACT”), AND, ACCORDINGLY, REPRESENTED BY THIS CERTIFICATE 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 IN THE ABSENCE OF 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 REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF JANUARY 14, 2004, AS AMENDED AND MODIFIED FROM TIME TO TIME. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH 29 CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESWRITTEN 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 removed from the Company shall issue a certificate without such legend certificates (if any) evidencing any Units which cease to be Units in accordance with the transferee of definition thereof. Notwithstanding 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 Companyforegoing, to the effect that such saleextent the Units are not certificated, assignment or transfer is being made pursuant to an exemption from this Agreement will contain a legend in substantially 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 Actform stated above.

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 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 UNDER APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OR WAVE SYSTEMS CORP. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL TO THE TRANSFEROR TO THAT REGISTRATION OF SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. SECURITIES UNDER THE SECURITIES ISSUABLE UPON EXERCISE AND UNDER THE PROVISIONS OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. 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) 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, issued on or after the Record Time but prior to the Separation Time 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, evidence one Right for each share of Common Stock represented thereby and the Company shall issue a certificate without such legend or the Rights Agent shall, if requested to do so by the Company and provided with all necessary information and documentation, in form and substance reasonably satisfactory to the transferee Rights Agent, mail to every Person that acquires Common Stock after the Record Time, but prior to the Separation Time, either certificates for such Common Stock or a confirmation of the Shares represented thereby, if, unless otherwise required by state securities laws, (i) registration of such Shares have been sold under an effective registration statement under Common Stock on the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion stock transfer books of counsel, reasonably acceptable to the Company, which certificates or confirmation shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially in the following form: 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 June 5, 2024 (as such may be supplemented or amended from time to time, the “Rights Agreement”), between DMC Global Inc. (the “Company”) and Computershare Trust Company, N.A. (and any successor thereto, as Rights Agent), the 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, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities or assets of the Company or securities of another entity, 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” 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 shares of Common Stock that such saleare issued and outstanding at the Record Time (of confirmation of the registration of the Common Stock on the stock transfer books with respect to uncertificated 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 share of Common Stock evidenced thereby notwithstanding the absence of the foregoing legend. If the Common Stock issued after the Record Time but prior to the Separation Time shall be uncertificated, the registration requirements of such Common Stock on the stock transfer books of the Securities Act, or (iii) such holder provides Company shall evidence one Right for each share of Common Stock represented thereby and the Company with reasonable assurance shall mail to every Person that holds such Common Stock a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which confirmation will have impressed, printed, written or stamped thereon or otherwise affixed thereto the above legend. 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. In the event that the Shares Company purchases or otherwise acquires any Common Stock after the Record Time but prior to the Separation Time, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are being soldno longer outstanding. Notwithstanding anything to the contrary in this Section 2.2, assigned neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Agreement or transferred pursuant to Rule 144 or Rule 144A under the Securities Actrights of any holder of the Rights.

Legend. (a) Each certificate representing Shares held by Purchaser hereby acknowledges that the Investors shall be endorsed Company will stamp or otherwise imprint each Warrant with a legend in substantially the following legendform: THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER (THE “THE SECURITIES REPRESENTED BY THIS CERTIFICATE SECURITIES”) HAVE BEEN ACQUIRED SOLELY 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 “SECURITIES ACT”), AND, ACCORDINGLY, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS OF ANY JURISDICTION. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES 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, AND, IF THE ISSUER REQUESTS, AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE TRANSFEROR TO ISSUER, THAT SUCH EFFECTSALE, 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 OFFER, PLEDGE, HYPOTHECATION OR OTHER LOAN SECURED BY TRANSFER IS EXEMPT FROM SUCH SECURITIES.” REGISTRATION. In connection with the transfer of any Restricted Securities (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 under the Securities ActAct or pursuant to Rule 144 promulgated under the Securities Act (or any similar rules then in effect)), (ii) in connection with a saleeach Purchaser, assignment or other transferas applicable, such holder provides shall deliver, upon the Company with reasonable request of the Company, an opinion of counsel, 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 evidence of book-entry representing such Warrant Shares, which does not contain such legend.

Legend. (a) Each certificate representing Shares held All Membership Units issued to any Person shall bear a legend, or be evidenced by the Investors shall be endorsed with notations in a book entry system including a legend, in substantially the following legendform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH EVIDENCED HEREBY ARE SUBJECT TO VARIOUS CONDITIONS INCLUDING CERTAIN RESTRICTIONS ON ANY OFFER, SALE, DISPOSITION, TRANSFER AND VOTING AS SET FORTH IN THE SECURITIES AND EXCHANGE COMMISSION OR LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF AUGUST [31], 2020 (AS MAY BE AMENDED FROM TIME TO TIME, THE SECURITIES COMMISSION “LLC AGREEMENT”) OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED BRUIN BLOCKER LLC (THE “SECURITIES ACTCOMPANY”), AND, ACCORDINGLY, MAY NOT . NO REGISTRATION OR TRANSFER OF SUCH SECURITIES WILL BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER MADE ON THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS BOOKS AND RECORDS OF THE COMPANY OR ITS TRANSFER AGENT UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF RECORD OF SUCH SECURITIES ACT A COPY OF THE LLC AGREEMENT CONTAINING THE ABOVE REFERENCED RESTRICTIONS ON TRANSFERS AND IN ACCORDANCE WITH APPLICABLE STATE VOTING OF SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL UPON WRITTEN REQUEST TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE COMPANY AT ITS PRINCIPAL PLACE 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 SECURITIESBUSINESS.” (b) ” The legend Company acting in good faith may make any necessary modifications to the legends set forth above shall be removed, in this Section 4.9 for such legends to comply with applicable Law and to achieve the Company shall issue a certificate without such legend to the transferee purpose and intent of the Shares represented therebytransfer restrictions set forth herein. If any Membership Units cease to be subject to any and all restrictions on Transfer set forth in this Agreement, 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 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 shall amend the notations in the book entry system (iii) or, if certificated, issue to 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 Acta new certificate) evidencing such Membership Units accordingly.

Legend. (a) Each certificate GSC Partners understands and agrees that the certificates representing Shares held by the Investors shall be endorsed shares of Parent Common Stock it is to receive in connection with the consummation of the Merger may have impressed, printed, written or stamped thereon or otherwise affixed thereto, the following legendlegend or another appropriate legend similar thereto: “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 UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (OR ANY OTHER APPLICABLE STATE OR FEDERAL SECURITIES LAWS AND ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN AN AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 26, 2003, AMONG XXXXX XXXXXXX INCORPORATED, LASER COMPANY, INC., PAYMENT PROCESSING SOLUTIONS, INC. AND THE “SECURITIES ACT”)STOCKHOLDERS PARTY THERETO, AND, ACCORDINGLY, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR SOLD OTHERWISE TRANSFERRED EXCEPT PURSUANT IN COMPLIANCE THEREWITH. THE ISSUER MAY REQUIRE, ON ADVICE OF ITS COUNSEL, THAT ANY SUCH TRANSFER OF SECURITIES TO BE MADE IN RELIANCE ON AN EFFECTIVE EXEMPTION FROM 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 SUCH SECURITIES LAWS AS EVIDENCED BY A LEGAL MAY NOT BE MADE UNLESS AN OPINION OF COUNSEL OF THE HOLDER, REASONABLY SATISFACTORY TO THE TRANSFEROR ISSUER, IS PROVIDED TO THE ISSUER PRIOR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYTRANSFER. 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 above legend set forth above shall promptly be removed, and the Company shall issue removed by Parent if at such time 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 of 1933, as amended (the "Securities Act") has become effective thereunder with respect to such shares or at such time as such shares can be freely transferred in a sale without such a registration statement; provided, (ii) in connection with however, that Parent may require a sale, assignment or other transfer, such holder provides the Company with an written opinion of counsel, reasonably acceptable to the Company, counsel of GSC Partners to the effect that such sale, assignment or an exemption is available and the transfer is being otherwise in compliance with such securities laws, and such transfer may be made pursuant only if Parent receives such an opinion of GSC Partners' counsel, in form and substance reasonably satisfactory to an exemption from the registration requirements of the Securities ActParent, or (iii) prior to any 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 Acttransfer.

Legend. (a) Each certificate representing Shares held by The Purchaser acknowledges that the Investors shall be endorsed with certificates evidencing the Securities will bear 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, . THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED PLEDGED, HYPOTHECATED, SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES SUCH 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 EFFECTISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The Company acknowledges and agrees that Purchaser may from time to time, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYafter the Closing Date (as defined below), pledge pursuant to a bona fide margin agreement with a registered broker-dealer, or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Act and who agrees in writing to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH In addition, the Company acknowledges and agrees that Purchaser may from time to time assign and transfer certain Warrants to members of Purchaser’s senior management, provided that each such assignee is an “accredited investor” as defined in Rule 501(a) under the Act and agrees in writing to be bound by the provisions of this Agreement, Warrant A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.” (b) The legend set forth above and/or Warrant B, as the case may be. Any such assignment, pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the assignee, pledgee, secured party or pledgor shall be removedrequired in connection therewith, provided that any such transfer would comply with applicable federal 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. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as an assignee, pledgee or secured party of Securities may reasonably request in connection with an assignment, pledge or transfer of the Securities. Certificates evidencing the Securities shall not be required to contain such legend or any other legend (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 a sale, assignment or other transfer, if 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 Actare eligible for sale under Rule 144, or (iii) such holder provides legend is not required under applicable requirements of the Act (including judicial interpretations and pronouncements issued by the staff of the SEC), in each such case (i) through (iii) to the extent reasonably determined by the Company’s legal counsel. At such time and to the extent a legend is no longer required for the Securities, the Company will use its best efforts to no later than five (5) trading days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Securities (together with reasonable assurance such accompanying documentation or representations as reasonably required by counsel to the Company) (such fifth trading day, the “Legend Removal Date”), deliver or cause to be delivered a certificate representing such Securities that is free from the foregoing legend or any other legend. In addition to a Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Securities (based on the VWAP of the Common Stock on the date such Securities are submitted to the Company’s transfer agent) delivered for removal of the restrictive legend and subject to this section, $10 per trading day (increasing to $20 per trading day five (5) trading days after such damages have begun to accrue) for each trading day after the second trading day following the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Securities as required, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Notwithstanding anything herein to the contrary, in no event will the Company be obligated to make payments to any Purchaser under this section in excess of 5% of the aggregate amount invested by such Purchaser. The Purchaser agrees that the Shares are being sold, assigned or transferred removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Company’s reliance that the Purchaser will sell any Securities pursuant to Rule 144 either the registration requirements of the Act, including any applicable prospectus delivery requirements, or Rule 144A under an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the Securities Actplan of distribution set forth therein.

Legend. (a) Each certificate The Investor agrees that all certificates or other instruments representing the Purchased Shares held by the Investors shall be endorsed with bear a legend substantially to the following legendeffect: “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 HAVE NOT BEEN REGISTERED WITH THE SECURITIES AUTHORITIES OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED OR SOLD OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE OR OTHER JURISDICTION 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 IN ADDITION, THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO AN INVESTMENT AGREEMENT, DATED MARCH 6, 2018, BETWEEN REWALK ROBOTICS LTD. AND TIMWELL CORPORATION LIMITED.” (b) The legend set forth above shall be removed, and ” In the event that any Purchased Shares become registered under the Securities Act or the Company shall issue a certificate without such legend is presented with an opinion of counsel reasonably satisfactory, in form and substance, to the transferee of Company that the Purchased Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Shares have been sold under an effective registration statement 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 transfer, instruments representing such Shares which shall not contain such portion of the above legend that is no longer applicable; provided that the holder provides of such Purchased Shares 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. (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. In the event that a certificate evidencing Restricted Stock is issued, the certificate representing the Shares shall have endorsed thereon the following legends: (a) Each certificate representing Shares held by the Investors shall be endorsed with the following legend: “THE ALIENATION, ATTACHMENT, SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR CHARGE OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF AMERICAN SPECTRUM REALTY, INC. (THE "COMPANY") 2000 OMNIBUS STOCK INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE COMPANY DATED AS OF THE ___ DAY OF ________, ____. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY." (b) 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, . THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES 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 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 IS NOT REQUIRED.”" (bc) The Any legend set forth above required to be placed thereon by applicable blue sky laws of any state. Notwithstanding the foregoing, in no event shall be removed, and the Company shall be obligated to issue a certificate without such legend representing the Restricted Stock prior 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) vesting as set forth 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 ActSection 2 hereof.