Common use of Legends; Stop Transfer Clause in Contracts

Legends; Stop Transfer. (a) The Subscriber acknowledges that all certificates evidencing the Shares shall bear the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE ON FILE WITH THE COMPANY.” (b) The certificates evidencing the Shares shall also bear any legend required by any applicable state securities law. (c) The Company shall make a notation regarding the restrictions on transfer of the Shares in its stock books, and the Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares or pursuant to and in compliance with the provisions of Section 3.2(e) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the Company.

Legends; Stop Transfer. (a) The Subscriber acknowledges that all All certificates evidencing for shares of the Shares Restricted Stock shall bear substantially the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR DISTRIBUTION MAY BE EFFECTED WITHOUT HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SALE OR TRANSFER OF THE SECURITIES ACT OF 1933.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED IS SUBJECT TO THE TERMS AND CONDITONS OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH A CERTAIN RESTRICTED STOCK GRANT AGREEMENT BETWEEN THE PROVISIONS CORPORATION AND THE HOLDER OF STOCK OF THE SHAREHOLDERS’ CORPORATION REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT AND MAY BE OBTAINED UPON WRITTEN REQUEST TO THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG SECRETARY OF THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE ON FILE WITH THE COMPANYCORPORATION.” (b) The certificates evidencing for shares of the Shares Restricted Stock shall also bear any legend legends required by any applicable state corporate or securities lawlaws. (c) The In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares Restricted Stock in its stock booksstockbooks, and shares of the Shares Restricted Stock shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares shares or pursuant to and in compliance with the provisions of Section 3.2(e) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the Company.

Legends; Stop Transfer. (a) The Subscriber acknowledges that all All certificates evidencing or book-entry statements for shares of the Shares Stock shall bear substantially the following legends: “THE SHARES 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, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT WITH A VIEW TO, BE OFFERED OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 1933.” “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 SHARES REPRESENTED HEREBY ARE SUBJECT TO AN AGREEMENT BY THIS CERTIFICATE MAY THE REGISTERED HOLDER HEREOF NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED TO SELL OR OTHERWISE DISPOSED TRANSFER SUCH SECURITIES (THE “MARKET STAND-OFF”) FOR A PERIOD OF OR EXCHANGED UNLESS SIX MONTHS AFTER NOVEMBER 10, 2015 AND SUCH TRANSFERMARKET STAND-OFF SHALL REMAIN IN EFFECT THROUGH AND INCLUDING MAY 10, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE ON FILE WITH THE COMPANY2016.” (b) The certificates evidencing In addition, the Shares shall also bear any legend required by any applicable state securities law. (c) The Company or its transfer agent shall make a notation regarding the restrictions on transfer of the Shares Stock in its stock booksstockbooks and records, and shares of the Shares Stock shall be transferred on the books of the Company or its transfer agent only if transferred or sold pursuant to an effective registration statement under the 1933 Securities Act covering such Shares shares or pursuant to and in compliance with the provisions of Section 3.2(e) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the Companyan exemption from such registration requirements.

Legends; Stop Transfer. (a) The Subscriber acknowledges that all certificates evidencing Each certificate representing the Shares shall bear legends in or substantially in the following legendsform: “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH A VIEW TORESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SECURITIES ACT SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF 1933.” “THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK AGREEMENT, DATED AS OF DECEMBER 18, 2006, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDARE SUBJECT TO THE TERMS OF A CERTAIN MANAGEMENT MEMBERS’ AGREEMENT, SOLDDATED AS OF NOVEMBER 1, ASSIGNED2005, PLEDGEDAS AMENDED, HYPOTHECATED OR OTHERWISE DISPOSED AMONG THE ISSUER OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THIS CERTIFICATE AND CERTAIN OF ITS MEMBERS. THE MANAGEMENT MEMBERS’ AGREEMENT CONTAINS CERTAIN RESTRICTIVE PROVISIONS RELATING TO THE VOTING AND TRANSFER OF SHARES REPRESENTED HEREBY. A COPY OF THE SHAREHOLDERSMANAGEMENT MEMBERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE IS ON FILE WITH AT THE COMPANY’S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY’S SECRETARY, A COPY OF THE MANAGEMENT MEMBERS’ AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE.” (b) The certificates evidencing In addition, the Shares shall also bear any legend required by any applicable state securities law. (c) The Company shall make a notation regarding the restrictions on transfer of the Shares in its the stock booksbooks of the Company, and the such Shares shall be transferred on the books of the Company only if and when transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares or pursuant to and in compliance with all of the provisions of Section 3.2(e) hereof. A copy terms and conditions of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the Company.

Legends; Stop Transfer. (a) The Subscriber acknowledges that all All certificates evidencing the Shares for Units shall bear substantially the following legends: “THE SHARES UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR DISTRIBUTION MAY BE EFFECTED WITHOUT HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SECURITIES ACT UNITS REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF 1933.” “THAT CERTAIN RESTRICTED UNIT PURCHASE AGREEMENT BETWEEN THE SHARES COMPANY AND THE NAMED UNIT HOLDER. THE UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDTRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The certificates evidencing the Shares for Units shall also bear any the following legend required by the Operating Agreement and any other legends required by applicable state corporate or securities lawlaws: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. (c) The In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares Units in its stock books, and the Shares Units shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares Units or pursuant to and in compliance with the provisions of Section 3.2(e4(e) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the Company.

Legends; Stop Transfer. (a) The Subscriber Each Investor acknowledges that all certificates evidencing the Shares shall bear the following legendslegend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "TRANSFER RESTRICTED The securities represented by this certificate have not been registered under the Securities Act of 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH as amended, and may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under said Act, or unless and until (i) the transferor shall have notified the Company of the proposed transfer, disposition or pledge and shall have furnished the Company with a statement of the circumstances surrounding the proposed transfer, disposition or pledge and (ii) if requested by the Company and at the expense of each transferor or its transferee, such transferor shall have furnished to the Company an opinion of counsel reasonably satisfactory (as to counsel and as to substance) to the Company and its counsel that such proposed transfer, disposition or pledge may be made without registration of such Shares under the 1933 Act and applicable state securities laws. The securities represented by this certificate are subject to the terms and conditions, including certain restrictions on transfer, of a Shareholders' Agreement, dated as of November 26, 1997, as amended from time to time, and none of such securities, or any interest therein, shall be transferred, pledged, encumbered or otherwise disposed of except as provided in that Agreement. A VIEW TOcopy of the Shareholders' Agreement, OR IN CONNECTION WITHas amended, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933is on file with the Clerk of the Company and will be mailed to any properly interested person without charge within five (5) days after receipt of a written request.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE ON FILE WITH THE COMPANY.”" (b) The certificates evidencing the Shares shall also bear any legend required by any applicable state securities law. (c) The In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in its stock books, and the Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act and applicable state securities laws covering such Shares or pursuant to and in compliance with the provisions of Section 3.2(e3.3(i) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary Clerk of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor by the Companytherefor.

Legends; Stop Transfer. (a) The Subscriber acknowledges that all certificates evidencing Each certificate representing the Shares shall bear legends in or substantially in the following legendsform: “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH A VIEW TORESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SECURITIES ACT SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF 1933.” “THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK AGREEMENT, DATED AS OF NOVEMBER 1, 2005, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE. TIME SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDARE SUBJECT TO THE TERMS OF A CERTAIN MANAGEMENT MEMBERS’ AGREEMENT, SOLDDATED AS OF NOVEMBER 1, ASSIGNED2005, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED AMONG THE ISSUER OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THIS CERTIFICATE AND CERTAIN OF ITS MEMBERS. THE MANAGEMENT MEMBERS’ AGREEMENT CONTAINS CERTAIN RESTRICTIVE PROVISIONS RELATING TO THE VOTING AND TRANSFER OF SHARES REPRESENTED HEREBY. A COPY OF THE SHAREHOLDERSMANAGEMENT MEMBERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE IS ON FILE WITH AT THE COMPANY’S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY’S SECRETARY, A COPY OF THE MANAGEMENT MEMBERS’ AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE.” (b) The certificates evidencing In addition, the Shares shall also bear any legend required by any applicable state securities law. (c) The Company shall make a notation regarding the restrictions on transfer of the Shares in its the stock booksbooks of the Company, and the such Shares shall be transferred on the books of the Company only if and when transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares or pursuant to and in compliance with all of the provisions of Section 3.2(e) hereof. A copy terms and conditions of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the Company.

Legends; Stop Transfer. (a) The Subscriber acknowledges that all All certificates evidencing the Shares Securities shall bear the following legendslegend: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY MAY NOT BE TRANSFERRED UNLESS (i) SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAS AMENDED, (ii) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(k), OR IN CONNECTION WITH, (iii) THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR COMPANY HAS RECEIVED AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 19331933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE ON FILE WITH THE COMPANY.” (b) The certificates evidencing for the Shares Securities shall also bear any legend required by any applicable state securities law. (c) The In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares Securities in its stock books, books and the Shares Securities shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares shares or pursuant to and in compliance with the legend described in Section 3.4(a). (d) Upon the earlier of (i) registration for resale pursuant to the Second Registration Rights Agreement or 2002 Registration Rights Agreement, as applicable, and receipt by the Company of the Exchangor's written confirmation that such Securities will not be disposed of except in compliance with the prospectus delivery requirements of the 1933 Act or (ii) Rule 144(k) becoming available the Company shall, upon an Exchangor's written request, revoke any stop transfer instructions in effect with respect to such Securities (except as provided in the Second Registration Rights Agreement with respect to the lock-up agreement) and shall promptly cause certificates evidencing the Securities to be replaced with certificates which do not bear such restrictive legends, and Debenture Shares subsequently issued in respect of the New Debentures shall not bear such restrictive legends provided the provisions of Section 3.2(eeither clause (i) hereofor clause (ii) above, as applicable, are satisfied with respect to such Debenture Shares. A copy When the Company is required to cause unlegended certificates to replace previously issued legended certificates, if unlegended certificates are not delivered to an Exchangor within three (3) Business Days of this Agreementsubmission by that Exchangor of legended certificate(s) to the Company or its transfer agent, as applicable, together with any amendments theretoa representation letter in customary form, the Company shall remain on file with be liable to the Secretary Exchangor for a penalty equal to 1% of the aggregate purchase price of the Securities evidenced by such certificate(s) for each thirty (30) day period (or portion thereof) beyond such three (3) Business Day period that the unlegended certificates have not been so delivered; provided that the Company and shall not be available for inspection subject to any properly interested person without charge within five such penalty if, at least three (53) days after Business Days prior to receiving the receipt of a Exchangor's written request therefor by to remove such legend, the CompanyCompany shall have notified the Exchangor that it would voluntarily remove the legend and the Exchangor shall have decided not to have such legend removed at that earlier time.

Legends; Stop Transfer. (a) The Subscriber acknowledges that all All certificates evidencing for shares of the Shares Stock shall bear substantially the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR DISTRIBUTION MAY BE EFFECTED WITHOUT HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SECURITIES ACT SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF 1933.” “THAT CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE NAMED SHAREHOLDER. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDTRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES A COPY OF WHICH ARE IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The certificates evidencing for shares of the Shares Stock shall also bear any the following legend required by the Bylaws of the Company and any other legends required by applicable state corporate or securities lawlaws: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY, AS PROVIDED IN THE BYLAWS OF THE COMPANY. (c) The In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares Stock in its stock booksstockbooks, and shares of the Shares Stock shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares shares or pursuant to and in compliance with the provisions of Section 3.2(eparagraph 6(d) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the Company.

Legends; Stop Transfer. (a) The Subscriber acknowledges that all All certificates evidencing the Warrant Shares shall bear a legend in substantially the following legendsform: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO THE EXTENT THAT SUCH OPINION IS REQUIRED PURSUANT TO THAT CERTAIN SECURITIES PURCHASE AGREEMENT UNDER WHICH THE SECURITIES ACT OF 1933.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE ON FILE WITH THE COMPANYWERE ISSUED.” (b) The certificates evidencing the Warrant Shares shall also bear any legend deemed necessary by the Company or otherwise required by any applicable state securities law. (c) The In addition, the Company shall make make, or cause its transfer agent to make, a notation regarding the transfer restrictions on transfer of this Warrant and the Warrant Shares in its stock books, and this Warrant and the Warrant Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares the same or pursuant to and in compliance with the provisions of Section 3.2(e) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company 3 and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the CompanySection 8.1(d).

Legends; Stop Transfer. (a) The Subscriber acknowledges that all All certificates evidencing for the Shares Securities shall bear the following legendslegend: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY MAY NOT BE TRANSFERRED UNLESS (i) SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAS AMENDED, (ii) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(k), OR IN CONNECTION WITH, (iii) THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR COMPANY HAS RECEIVED AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 19331933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE ON FILE WITH THE COMPANY.” (b) The certificates evidencing for the Shares Securities shall also bear any legend required by any applicable state securities law. (c) The In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares Securities in its stock books, books and the Shares Securities shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares shares or pursuant to and in compliance with the legend described in Section 3.4(a). (d) Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement and receipt by the Company of the Purchaser's written confirmation that such Securities will not be disposed of except in compliance with the prospectus delivery requirements of the 1933 Act or (ii) Rule 144(k) becoming available the Company shall, upon a Purchaser's written request, revoke any stop transfer instructions in effect with respect to such Securities (except as provided in the Lock-Up) and shall promptly cause certificates evidencing the Securities to be replaced with certificates which do not bear such restrictive legends, and Debenture Shares subsequently issued in respect of the Debentures shall not bear such restrictive legends provided the provisions of Section 3.2(eeither clause (i) hereofor clause (ii) above, as applicable, are satisfied with respect to such Debenture Shares. A copy When the Company is required to cause unlegended certificates to replace previously issued legended certificates, if unlegended certificates are not delivered to a Purchaser within three (3) Business Days of this Agreementsubmission by that Purchaser of legended certificate(s) to the Company or its transfer agent, as applicable, together with any amendments theretoa representation letter in customary form, the Company shall remain on file with be liable to the Secretary Purchaser for a penalty equal to 1% of the aggregate purchase price of the Securities evidenced by such certificate(s) for each thirty (30) day period (or portion thereof) beyond such three (3) Business Day period that the unlegended certificates have not been so delivered; provided that the Company and shall not be available for inspection subject to any properly interested person without charge within five such penalty if, at least three (53) days after the receipt of a Business Days prior to receiving Purchaser's written request therefor by to remove such legend, the CompanyCompany shall have notified Purchaser that it would voluntarily remove the legend and Purchaser shall have decided not to have such legend removed at that earlier time.

Legends; Stop Transfer. (a) The Subscriber acknowledges that all certificates evidencing Each certificate representing the Shares shall bear legends in or substantially in the following legendsform: “THE SHARES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH A VIEW TORESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SECURITIES ACT SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF 1933.” “THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK AGREEMENT, DATED AS OF NOVEMBER 1, 2005, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDARE SUBJECT TO THE TERMS OF A CERTAIN MANAGEMENT MEMBERS’ AGREEMENT, SOLDDATED AS OF NOVEMBER 1, ASSIGNED2005, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED AMONG THE ISSUER OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THIS CERTIFICATE AND CERTAIN OF ITS MEMBERS. THE MANAGEMENT MEMBERS’ AGREEMENT CONTAINS CERTAIN RESTRICTIVE PROVISIONS RELATING TO THE VOTING AND TRANSFER OF SHARES REPRESENTED HEREBY. A COPY OF THE SHAREHOLDERSMANAGEMENT MEMBERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE IS ON FILE WITH AT THE COMPANY’S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY’S SECRETARY, A COPY OF THE MANAGEMENT MEMBERS’ AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE.” (b) The certificates evidencing In addition, the Shares shall also bear any legend required by any applicable state securities law. (c) The Company shall make a notation regarding the restrictions on transfer of the Shares in its the stock booksbooks of the Company, and the such Shares shall be transferred on the books of the Company only if and when transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares or pursuant to and in compliance with all of the provisions of Section 3.2(e) hereof. A copy terms and conditions of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the Company.

Legends; Stop Transfer. (a) The Subscriber i. Each Investor acknowledges that all stock certificates evidencing issues pursuant to the Shares exercise of the Warrants shall bear the following legendslegend: “"TRANSFER RESTRICTED THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFCOMPLIANCE THEREWITH. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDARE SUBJECT TO THE TERMS AND CONDITIONS, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH INCLUDING CERTAIN RESTRICTIONS ON TRANSFER, SALEOF AN INVESTORS' AGREEMENT DATED AS OF JANUARY 21, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE)1998, AS AMENDED FROM TIME TO TIME, EACH AMONG AND NONE OF SUCH SECURITIES, OR ANY INTEREST THEREIN, SHALL BE TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT AS PROVIDED IN THAT AGREEMENT. A COPY OF THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE INVESTORS' AGREEMENT IS ON FILE WITH THE COMPANYSECRETARY OF THE COMPANY AND WILL BE MAILED TO ANY PROPERLY INTERESTED PERSON WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT OF A WRITTEN REQUEST.”" ii. Each Investor acknowledges that all certificates representing Warrants shall bear the following legend: "TRANSFER RESTRICTED THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER, OF AN INVESTORS' AGREEMENT DATED AS OF JANUARY 21, 1998, AS AMENDED FROM TIME TO TIME, AND NONE OF SUCH SECURITIES, OR ANY INTEREST THEREIN, SHALL BE TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT AS PROVIDED IN THAT AGREEMENT. A COPY OF THE INVESTORS' AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY AND WILL BE MAILED TO ANY PROPERLY INTERESTED PERSON WITHOUT CHARGE WITHIN FIVE (b5) The certificates evidencing DAYS AFTER RECEIPT OF A WRITTEN REQUEST." iii. In addition, the Shares shall also bear any legend required by any applicable state securities law. (c) The Company shall make a notation regarding the restrictions on transfer of the Warrants and Underlying Shares in its stock books, and the Warrants and Underlying Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Securities Act and applicable state securities laws covering such Warrants or Underlying Shares or pursuant to and in compliance with the provisions of Section 3.2(e4.6(h) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor by the Companytherefor.

Legends; Stop Transfer. (a) The Subscriber acknowledges that all All certificates evidencing or book-entry statements for shares of the Shares Stock shall bear substantially the following legends: “THE SHARES 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, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT WITH A VIEW TO, BE OFFERED OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 1933.” “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 SHARES REPRESENTED HEREBY ARE SUBJECT TO AN AGREEMENT BY THIS CERTIFICATE MAY THE REGISTERED HOLDER HEREOF NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED TO SELL OR OTHERWISE DISPOSED TRANSFER SUCH SECURITIES (THE “MARKET STAND-OFF”) FOR A PERIOD OF OR EXCHANGED UNLESS SIX MONTHS AFTER NOVEMBER 10, 2015 AND SUCH TRANSFERMARKET STAND-OFF SHALL REMAIN IN EFFECT THROUGH AND INCLUDING MAY 10, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE ON FILE WITH THE COMPANY2016.” (b) The certificates evidencing In addition, the Shares shall also bear any legend required by any applicable state securities law. (c) The Company or its transfer agent shall make a notation regarding the restrictions on transfer of the Shares Stock in its stock booksstockbooks and records, and shares of the Shares Stock shall be transferred on the books of the Company or its transfer agent only if transferred or sold pursuant to an effective registration statement under the 1933 Securities Act covering such Shares shares or pursuant to and in compliance with the provisions of Section 3.2(e) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the Companyan exemption from such registration requirements.

Legends; Stop Transfer. i. Each Investor acknowledges that all stock certificates issues pursuant to the exercise of the Warrants shall bear the following legend: "TRANSFER RESTRICTED ------------------- The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state Securities Laws and may not be offered or sold except in compliance therewith. The securities represented by this certificate are subject to the terms and conditions, including certain restrictions on transfer, of an Investors' Agree anuary 21, 1998, as amended from time to time, and none of such securities or any interest therein, shall be transferred, pledged, rwise disposed of except as provided in that Agreement. A ors' Agreement is on file with the Secretary of the Company to any properly interested person without charge within five (a5) The Subscriber days after receipt of a written request." ii. Each Investor acknowledges that all certificates evidencing the Shares representing Warrants shall bear the following legendslegend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "TRANSFER RESTRICTED ------------------- These warrants and the securities issuable upon the exercise hereof have not been registered under the Securities Act of 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH as amended, or any state Securities Laws and may not be offered or sold except in compliance therewith. These warrants and the securities issuable upon the exercise hereof are subject to the terms and conditions, including certain restrictions on transfer, of an Investors' Agreement dated as of January 21, 1998, as amended from time to time, and none of such securities, or any interest therein, shall be transferred, pledged, encumbered or otherwise disposed of except as provided in that Agreement. A VIEW TOcopy of the Investors' Agreement is on file with the Secretary of the Company and will be mailed to any properly interested person without charge within five (5) days after receipt of a written request." iii. In addition, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE ON FILE WITH THE COMPANY.” (b) The certificates evidencing the Shares shall also bear any legend required by any applicable state securities law. (c) The Company shall make a notation regarding the restrictions on transfer of the Warrants and Underlying Shares in its stock books, and the Warrants and Underlying Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Securities Act and applicable state securities laws covering such Warrants or Underlying Shares or pursuant to and in compliance with the provisions of Section 3.2(e4.6(h) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor by the Companytherefor.

Legends; Stop Transfer. (a) The Each Subscriber acknowledges that all certificates evidencing the Shares shall bear the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE), AS AMENDED FROM TIME TO TIME, EACH AMONG THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE ON FILE WITH THE COMPANY.” (b) The certificates evidencing the Shares shall also bear any legend required by any applicable state securities law. (c) The Company shall make a notation regarding the restrictions on transfer of the Shares in its stock books, and the Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares or pursuant to and in compliance with the provisions of Section 3.2(e) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the receipt of a written request therefor by the Company.

Legends; Stop Transfer. (a) The Subscriber i. Each Investor acknowledges that all stock certificates evidencing issues pursuant to the Shares exercise of the Warrants shall bear the following legendslegend: “"TRANSFER RESTRICTED ------------------- THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOAS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFCOMPLIANCE THEREWITH. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERREDARE SUBJECT TO THE TERMS AND CONDITIONS, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXCHANGED UNLESS SUCH INCLUDING CERTAIN RESTRICTIONS ON TRANSFER, SALEOF AN INVESTORS' AGREEMENT DATED AS OF JANUARY 21, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT AND THE RESTRICTED STOCK AGREEMENT (AS APPLICABLE)1998, AS AMENDED FROM TIME TO TIME, EACH AMONG AND NONE OF SUCH SECURITIES, OR ANY INTEREST THEREIN, SHALL BE TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT AS PROVIDED IN THAT AGREEMENT. A COPY OF THE COMPANY AND THE INVESTORS PARTY THERETO, COPIES OF WHICH ARE INVESTORS' AGREEMENT IS ON FILE WITH THE COMPANYSECRETARY OF THE COMPANY AND WILL BE MAILED TO ANY PROPERLY INTERESTED PERSON WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT OF A WRITTEN REQUEST.”" ii. Each Investor acknowledges that all certificates repre- senting Warrants shall bear the following legend: "TRANSFER RESTRICTED ------------------- THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMEND ED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER, OF AN INVESTORS' AGREEMENT DATED AS OF JANUARY 21, 1998, AS AMENDED FROM TIME TO TIME, AND NONE OF SUCH SECURITIES, OR ANY INTEREST THEREIN, SHALL BE TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT AS PROVIDED IN THAT AGREEMENT. A COPY OF THE INVESTORS' AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY AND WILL BE MAILED TO ANY PROPERLY INTERESTED PERSON WITHOUT CHARGE WITHIN FIVE (b5) The certificates evidencing DAYS AFTER RECEIPT OF A WRITTEN REQUEST." iii. In addition, the Shares shall also bear any legend required by any applicable state securities law. (c) The Company shall make a notation regarding the restrictions on transfer of the Warrants and Underlying Shares in its stock books, and the Warrants and Underlying Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Securities Act and applicable state securities laws covering such Warrants or Underlying Shares or pursuant to and in compliance with the provisions of Section 3.2(e4.6(h) hereof. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor by the Companytherefor.