Common use of Legends Clause in Contracts

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note; provided such opinion complies with the Irrevocable Transfer Agent Instructions (as defined herein).

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares Securities have not been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares and may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder Buyer of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder Buyer provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Buyer with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note; provided such opinion complies with the Irrevocable Transfer Agent Instructions (as defined herein).

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares Securities have been registered under the 1933 Act; Act or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may Securities shall bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the DeadlineDeadline (as defined in the Certificate of Designation), it will be considered an Event of Default pursuant to Section 3.2 (as defined in the Certificate of the NoteDesignation).

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel counsel, which opinion is in such satisfactory form, substance and scope as described above, provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the DeadlineDeadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. Each Holder, by acceptance of a Warrant Certificate, covenants and agrees that it is acquiring the Warrants evidenced thereby and the Warrant Shares for its own account as an investment and not with a view to the distribution thereof. The Buyer understands that the Note and, until such time as the Conversion Warrants and Warrant Shares have not been registered under the Securities Act of 1933 (the "Act; "), or may any state securities laws and no transfer of any Warrant or Warrant Shares shall be sold pursuant permitted unless the Company has received notice of such transfer, at the address of its principal office set forth in Section 3.1 hereof, in the form of assignment attached hereto, accompanied by an opinion of counsel reasonably satisfactory to the Company that an applicable exemption from registration, registration of such Warrant or Warrant Shares under the Conversion Shares may bear a restrictive legend in substantially the following form: “Act is available for such transfer. THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. THE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE HOLDER ISSUER THAT APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSSUCH LAWS IS AVAILABLE. THE TRANSFER, EXCHANGE AND EXERCISE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares Securities have been registered under the 1933 Act; Act or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may Securities shall bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the DeadlineDeadline (as defined in the Certificate of Designation), it will be considered an Event of Default pursuant to Section 3.2 (as defined in the Certificate of the NoteDesignation).

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. (i) The Buyer understands undersigned acknowledges that each certificate representing the Note and, until such time as the Conversion Shares have been Debentures unless registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registrationthe Registration Rights Agreement, the Conversion Shares may bear shall be stamped or otherwise imprinted with a restrictive legend substantially in substantially the following form: “THE SECURITIES REPRESENTED EVIDENCED BY THIS INSTRUMENT HAVE CERTIFICATE MAY NOT BEEN REGISTERED BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (ii) TO THE “SECURITIES ACT”EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF AN EXEMPTION FROM REGISTRATION UNDER ANY STATE SECURITIES LAWSSUCH ACT IS AVAILABLE. NOTWITHSTANDING THE FOREGOING, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE COMMON STOCK INTO WHICH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL EVIDENCED BY THIS CERTIFICATE ARE CONVERTIBLE ARE ALSO SUBJECT TO THE REGISTRATION RIGHTS SET FORTH IN EACH OF THAT CERTAIN SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE HOLDER HEREOF AND THE COMPANY, A COPY OF SUCH SECURITIESEACH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE. (ii) The Common Stock issued upon conversion shall contain the following legend if converted prior to effectiveness of Registration Statement: "No sale, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above offer to sell or transfer of the securities represented by this certificate shall be removed and the Company shall issue made unless a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Federal Securities Act of 1933, as amended, with respect to such securities is then in effect or otherwise may be sold pursuant to an exemption from the registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer requirement of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer Act is effected. The Buyer agrees then in fact applicable to sell all Securities, including those represented by a certificate(ssuch securities." (iii) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion Common Stock issued upon conversion and subsequent to effective date of counsel provided by the Buyer with respect to the transfer of Securities Registration Statement (pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notewhich shares underlying conversion are registered) shall not bear any restrictive legend.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteNote so long as such opinion is in compliance with the 1933 Act.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares Securities have not been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares and may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder Buyer of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder Buyer provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Buyer with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until Each certificate representing shares of Common Stock held by an Investor or any subsequent holder of such time as the Conversion Shares have been registered under the 1933 Act; shares shall be stamped or may be sold pursuant otherwise imprinted with legends substantially similar to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE (in addition to any legend required under applicable state securities laws): "THESE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND . THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS LAW. THE SALE, TRANSFER OR (2) PLEDGE OF THIS CERTIFICATE ARE SUBJECT TO THE ISSUER TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF ITS SECURITIES, AS THE SAME MAY BE AMENDED AND IN EFFECT FROM TIME TO TIME. COPIES OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE HOLDER SECRETARY OF SUCH SECURITIESTHE COMPANY." The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder of a security legended pursuant to this Section 4 if such holder shall have obtained an opinion of counsel at such holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” qualification or legend. The Company shall be obligated to reissue promptly certificates not having the second paragraph of the legend set forth above shall be removed and at the Company shall issue a certificate without such legend to the request of any holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold a security legended pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) this Section 4.1 if such holder provides the Company with is not a party to this Agreement or a person who is an opinion Investor or transferee of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteInvestor hereunder.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S 'S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that To the Note andextent applicable, until each certificate or other document evidencing any of the Purchased Securities shall be endorsed with the legends set forth below, and the Investor covenants that, except to the extent such time as restrictions are waived by the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registrationCompany, the Conversion Shares may bear a restrictive legend Investor shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in substantially the following formlegends endorsed on such certificate: “THE SECURITIES SHARES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWSAMENDED, AND MAY NOT BE PLEDGEDSOLD, SOLDTRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR OTHERWISE TRANSFERRED COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES COMPANY HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL COMPANY AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTITS COUNSEL, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSIS NOT REQUIRED.” The legend set forth above Company shall make a notation regarding the restrictions on transfer of the Conversion Shares or other Purchased Securities in its books and the Conversion Shares and other Purchased Securities shall be removed and transferred on the books of the Company shall issue a certificate without such legend only if transferred or sold pursuant to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Securities Act covering the securities to be transferred or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counselcounsel reasonably satisfactory to the Company that such registration is not required; provided, in formhowever, substance and scope customary for that (i) the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in comparable transactionsunusual circumstances and (ii) the Company will not require opinions of counsel for transfers to affiliated entities managed by the same manager or managing partner or management company, or managed by an entity controlling, controlled by or under common control with such manager, managing partner or management company so long as the transferor certifies in writing to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transferor is not receiving any consideration in connection with the transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which and so long as the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect transferee will be subject to the transfer terms of Securities pursuant these restrictions to the same extent as if such transferee were an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Noteoriginal Investor hereunder.

Legends. The Buyer understands that It is understood that, except as provided below, certificates or book entry accounts evidencing the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following formor any similar legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT 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”)AMENDED, OR UNDER ANY STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1I) A SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) OF 1933, AS AMENDED. NOTWITHSTANDING THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO FOREGOING, THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSSECURITIES.” The legend set forth above shall be removed and If required by the Company shall issue a certificate without such legend to the holder authorities of any Security upon which it is stampedstate in connection with the issuance of sale of the Shares, if, unless otherwise the legend required by applicable such state securities lawsauthority. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, (a) amend or affect such Security is registered Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for sale under an effective registration statement filed under the 1933 Act avoidance of doubt, nothing contained herein shall constitute a representation or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately soldwarranty, or (b) such holder provides the Company with an opinion of counselpreclude any actions, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notefuture.

Legends. (i) The Buyer understands undersigned acknowledges that each certificate representing the Note and, until such time as the Conversion Shares have been unless registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registrationthe Registration Rights Agreement, the Conversion Shares may bear shall be stamped or otherwise imprinted with a restrictive legend substantially in substantially the following form: “THE SECURITIES REPRESENTED EVIDENCED BY THIS INSTRUMENT HAVE CERTIFICATE MAY NOT BEEN REGISTERED BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (ii) TO THE “SECURITIES ACT”EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF AN EXEMPTION FROM REGISTRATION UNDER ANY STATE SUCH ACT IS AVAILABLE. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL ARE ALSO SUBJECT TO THE REGISTRATION RIGHTS SET FORTH IN EACH OF THAT CERTAIN SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE HOLDER HEREOF AND THE COMPANY, A COPY OF SUCH SECURITIESEACH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE. (ii) The Shares shall contain the following legend until the effectiveness of Registration Statement: "No sale, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above offer to sell or transfer of the securities represented by this certificate shall be removed and the Company shall issue made unless a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Federal Securities Act of 1933, as amended, with respect to such securities is then in effect or otherwise may be sold pursuant to an exemption from the registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer requirement of such Security may be made without registration under Act is then in fact applicable to such securities." (iii) After the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 effective date of the NoteRegistration Statement the Shares shall not bear any restrictive legend.

Legends. (i) The Buyer understands that certificates evidencing the Note andFounding Director Warrants will include the legend set forth below, until such time as which the Conversion Shares Purchasers have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following formread and understand: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY STATE SECURITIES LAWSLAW, AND MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A PURCHASE AGREEMENT DATED MAY 9, 2006 WHICH RESTRICTS THE TRANSFER THEREOF AS PROVIDED IN THE PURCHASE AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES. (2ii) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESBy accepting the certificates bearing the aforesaid legend, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTeach Purchaser agrees, THAT SUCH SECURITIES MAY BE PLEDGEDprior to any permitted transfer of the Securities represented by the certificates and subject to the restrictions contained herein, SOLDto give written notice to the Company expressing his desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend present copies thereof to its counsel and the following provisions shall apply: (a) subject to the holder of any Security upon which it is stampedtransfer restrictions contained elsewhere in this Agreement, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under in the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as reasonable opinion of counsel to the number of securities as of a particular date that can then be immediately soldCompany, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or proposed transfer of such Security Securities may be made effected without registration under the 1933 ActSecurities Act and applicable state securities acts, which the Company shall promptly thereafter notify the transferring Purchaser, whereupon the transferring Purchaser shall be entitled to transfer such Securities, all in accordance with the terms of the notice delivered by the transferring Purchaser and upon such further terms and conditions as shall be required to ensure compliance with the Securities Act and the applicable state securities acts, and, upon surrender of the certificate evidencing such Securities, in exchange therefor, a new certificate not bearing a legend of the character set forth above if such counsel reasonably believes that such legend is no longer required under the Securities Act and the applicable state securities acts; and (b) subject to the transfer restrictions contained elsewhere in this Agreement, if, in the reasonable opinion of counsel to the Company, the proposed transfer of such Securities may not be effected without registration under the Securities Act or the applicable state securities acts, a copy of such opinion shall be accepted by promptly delivered to the transferring Purchaser, and such proposed transfer shall not be made unless such registration is then in effect. (iii) The Company so that may, from time to time, make stop transfer notations in its records and deliver stop transfer instructions to its transfer agent to the sale or transfer is effected. The Buyer agrees extent its counsel considers it necessary to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in ensure compliance with the Securities Act and the applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notestate securities acts.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The Company shall not register a transfer of securities unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of any of the securities unless the conditions specified in the foregoing legend are satisfied. The Buyer will not sell, transfer or otherwise dispose of any Conversion Shares in whole or in part, except pursuant to an effective registration statement under the Securities Act or an exemption from registration thereunder. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel provided by the Buyer Holder with respect to the transfer of Securities pursuant to an exemption from registration, registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer Lender understands that the Note and, until such time certificates or other instruments representing the Exchange Shares shall bear any legend as required by the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear “blue sky” laws of any state and a restrictive legend in substantially the following form: “form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE PLEDGEDOFFERED FOR SALE, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (1I) A IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE FOR THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF 1933, AS AMENDED, OR (2B) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESCOUNSEL, WHICH COUNSEL AND OPINION ARE IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTCOMPANY, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” SAID ACT. The legend set forth above shall be removed from the Exchange Shares and the Company Borrower shall issue a certificate without such legend to the holder of any Security the Exchange Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is Exchange Shares are registered for sale under an effective registration statement filed resale under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately soldAct, or (b) in connection with a sale, assignment or other transfer, such holder provides the Company Borrower with an opinion of counsela law firm reasonably acceptable to the Borrower, in form, substance and scope customary for opinions of counsel in comparable transactionsa form reasonably acceptable to the Borrower, to the effect that a public sale such sale, assignment or transfer of such Security the Exchange Shares may be made without registration under the applicable requirements of the 1933 Act, which opinion shall be accepted by ; or (c) such holder provides the Company so Borrower with reasonable assurance that the sale Exchange Shares can be sold, assigned or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities transferred pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 144 or Rule 144A of the NoteSecurities Act.

Legends. The Buyer understands that certificates representing shares of Preferred Stock, the Note Warrant, certificates evidencing any shares of Common Stock issued upon conversion or exercise thereof prior to the effectiveness of the Registration Statement and, until such time except as hereinafter provided in this Section 5.1, certificates evidencing shares of Common Stock issued upon conversion of the Conversion Shares have been registered under Preferred Stock, after effectiveness of the 1933 Act; or may be sold pursuant to an applicable exemption from registrationRegistration Statement, the Conversion Shares may will bear a restrictive legend in substantially the following form: “THE legend (the "Legend"): THESE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 OR UNDER ANY STATE SECURITIES LAWS, AND . THEY MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED UNLESS (1) A OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. The Company will promptly issue to the transfer agent for its Common Stock (2and to any substitute or replacement transfer agent for its Common Stock coterminous with the Company's appointment of any such substitute or replacement transfer agent) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above instructions in substantially the form and substance of the Transfer Agent Irrevocable Instruction Exhibit which is annexed hereto and hereby made a part hereof. Such instructions shall be removed and irrevocable by the Company shall from and after the issuance thereof to any such substitute or replacement transfer agent, as the case may be, except as otherwise expressly provided in the Registration Rights Agreement. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent for the Common Stock from time to time to issue a certificate certificates evidencing Underlying Stock or Warrant Stock free of the Legend during the following periods and under the following circumstances and without such legend consultation by the transfer agent with Company or its counsel and without the need for any further advice or instruction to the holder of any Security upon which it is stamped, if, unless otherwise required transfer agent by applicable state securities laws, or from the Company or its counsel: (a) such Security is registered At any time from and after the effectiveness of the Registration Statement except during a Suspension Period (as defined in the Registration Rights Agreement): (i) upon any surrender of the Preferred Stock or Warrant for sale under an effective registration statement filed under conversion or exercise into Underlying Stock or Warrant Stock, as the 1933 Act or otherwise case may be sold pursuant to an exemption from registration without any restriction as be, to the number extent such surrender is accompanied by a Conversion or Exercise Notice requesting the issuance of securities as certificates evidencing such Stock free of a particular date that can then be immediately sold, the Legend and either containing or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, also accompanied by representations to the effect that a public sale the Holder of the surrendered Preferred Stock or transfer Warrant intends to effect one or more sales of such Security may be made without registration Underlying or Warrant Stock pursuant to and in accordance with the Registration Statement, including the prospectus delivery requirements applicable thereto; and (ii) upon any surrender of one or more certificates evidencing Underlying Stock or Warrant Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing or also accompanied by representations by the Holder of the surrendered Stock to the effect of those described in Section 5.1(a)(i) above; and (b) At any time from and after the date hereof, upon any surrender of one or more certificates evidencing Underlying Stock or Warrant Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing or also accompanied by representations that (i) the Holder thereof is permitted dispose thereof pursuant to Rule 144(k) under the 1933 Act, which opinion shall be accepted by Securities Act or (ii) the Company so that Holder intends to effect the sale or transfer other disposition of such Stock, whether or not pursuant to the Registration Statement, to a purchaser or purchasers who will not be subject to the registration requirements of the Securities Act, or (iii) such Holder is effected. The Buyer agrees not then subject to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery such requirements, if any. In the event that addition, and if applicable, the Company does shall reissue the Preferred Stock and Warrant without the Legend set forth above at such time as (i) Holder thereof is permitted to dispose thereof pursuant to Rule 144(k) under the Securities Act or (ii) the Holder intends to effect a sale thereof to a purchaser or purchasers who will not accept the opinion of counsel provided by the Buyer with respect be subject to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 registration requirements of the NoteSecurities Act, or (iii) the Holder is not then subject to such requirements.

Legends. The Buyer understands that To the extent applicable, each note, certificate or other document evidencing the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may to be purchased and sold pursuant to an applicable exemption from registrationthis Agreement and any Shares issued shall be endorsed with the legends set forth below, and the Conversion Purchaser on behalf of itself and each holder of the Note covenants that, except to the extent such restrictions are waived by the Company, it shall not transfer the Note or Shares may bear a restrictive without complying with the restrictions on transfer described in the legends endorsed on such Note or certificate: (a) The following legend in substantially under the following formSecurities Act: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWSAMENDED, AND MAY NOT BE PLEDGEDSOLD, SOLDTRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR OTHERWISE TRANSFERRED COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES COMPANY HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE HOLDER OF SUCH SECURITIES, WHICH COMPANY AND ITS COUNSEL AND OPINION ARE FROM ATTORNEYS REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTCOMPANY AND ITS COUNSEL, THAT SUCH SECURITIES MAY BE PLEDGEDREGISTRATION IS NOT REQUIRED." (b) If required by the authorities of any state in connection with the issuance or sale of the Note or the Shares, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSthe legend required by such state authority.” (c) The legend set forth above shall be removed from the Shares and the Company shall within two (2) business days issue a certificate without such legend to the holder of any Security the Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (ai) such Security is in connection with a sale transaction, provided the Shares are registered for sale under an effective registration statement filed under the 1933 Securities Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of (ii) in connection with a particular date that can then be immediately soldsale transaction, or (b) after such holder provides the Company with an opinion of counsel, which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Security the Shares may be made without registration under the 1933 Securities Act, which opinion . The legend set forth above shall be accepted by removed from the Shares and the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by shall issue a certificate(s) from which the certificate without such legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 holder of the NoteShares immediately upon the registration of the Shares under the Securities Act in accordance with this Agreement.

Legends. The Buyer Lender understands that the Note and, until such time as the Conversion Shares Securities have not been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares and may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder Lender of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder Lender provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer Lender agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Buyer Lender with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer Lender understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer Lender agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Buyer Lender with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event a breach of Default a material covenant pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactionstransactions and which counsel and opinion are reasonably acceptable to the Company’s transfer agent, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the such opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that Company will issue one or more Debentures in the Note name of the Subscriber and in such denominations (but no less than $50,000 each) to be specified by the Subscriber prior to (or from time to time subsequent to) the Closings. The Debentures, the Warrants, certificates evidencing any shares of Common Stock issued upon conversion or exercise thereof prior to the effectiveness of the Registration Statement and, until such time except as hereinafter provided in this Section 5.1, certificates evidencing shares of Common Stock issued upon conversion or exercise of the Debentures or Warrants, as the Conversion Shares have been registered under case may be, after effectiveness of the 1933 Act; or may be sold pursuant to an applicable exemption from registrationRegistration Statement, the Conversion Shares may will bear a restrictive legend in substantially the following form: “THE legend (the "Legend"): THESE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 OR UNDER ANY STATE SECURITIES LAWS, AND . THEY MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED UNLESS (1) A OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. Prior to the First Closing, the Company will issue to the transfer agent for its Common Stock (2and to any substitute or replacement transfer agent for its Common Stock coterminous with the Company's appointment of any such substitute or replacement transfer agent) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above instructions in substantially the form and substance of the Transfer Agent Irrevocable Instruction Exhibit which is annexed hereto and hereby made a part hereof. Such instructions shall be removed and irrevocable by the Company shall from and after the First Closing or from and after the issuance thereof to any such substitute or replacement transfer agent, as the case may be, except as otherwise expressly provided in the Registration Rights Agreement. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent for the Common Stock from time to time to issue a certificate certificates evidencing Underlying Stock or Warrant Stock free of the Legend during the following periods and under the following circumstances and without such legend consultation by the transfer agent with Company or its counsel and without the need for any further advice or instruction to the holder of any Security upon which it is stamped, if, unless otherwise required transfer agent by applicable state securities laws, or from the Company or its counsel: (a) such Security is registered At any time from and after the effectiveness of the Registration Statement except during a Suspension Period (as defined in the Registration Rights Agreement): (i) upon any surrender of one or more Debentures or Warrants for sale under an effective registration statement filed under conversion or exercise into Underlying Stock or Warrant Stock, as the 1933 Act or otherwise case may be sold pursuant to an exemption from registration without any restriction as be, to the number extent such surrender is accompanied by a Conversion or Exercise Notice requesting the issuance of securities as certificates evidencing such Stock free of a particular date that can then be immediately sold, the Legend and either containing or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, also accompanied by representations to the effect that a public sale the Holder of the surrendered Debentures or transfer Warrants intends to effect one or more sales of such Security may be made without registration Underlying or Warrant Stock pursuant to and in accordance with the Registration Statement, including the prospectus delivery requirements applicable thereto; and (ii) upon any surrender of one or more certificates evidencing Underlying Stock or Warrant Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing or also accompanied by representations by the Holder of the surrendered Stock to the effect of those described in Section 5.1(a)(i) above; and (b) At any time from and after the First Closing Date, upon any surrender of one or more certificates evidencing Underlying Stock or Warrant Stock and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing or also accompanied by representations that (i) the Holder thereof is permitted to dispose thereof pursuant to Rule 144(k) under the 1933 Act, which opinion shall be accepted by Act or (ii) the Company so that Holder intends to effect the sale or transfer other disposition of such Stock, whether or not pursuant to the Registration Statement, to a purchaser or purchasers who will not be subject to the registration requirements of the Act, or (iii) such Holder is effected. The Buyer agrees not then subject to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery such requirements, if any. In the event that addition, and if applicable, the Company does shall reissue the Debentures and Warrants without the Legend set forth above at such time as (i) the Holder thereof is permitted to dispose thereof pursuant to Rule 144(k) under the Act or (ii) the Holder intends to effect a sale thereof to a purchaser or purchasers who will not accept the opinion of counsel provided by the Buyer with respect be subject to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 registration requirements of the NoteAct, or (iii) the Holder is not then subject to such requirements.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “"THE SECURITIES NOTES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES SECUR ITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES NOTES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESNOTES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S 'S TRANSFER AGENT, THAT SUCH SECURITIES NOTES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security Note upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security Note is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities notes as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security Note may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all SecuritiesNotes, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer Subscriber understands that the Note and, until such time as certificates or other instruments representing the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may Securities shall bear a restrictive legend in substantially the following form: “form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE PLEDGEDOFFERED FOR SALE, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED IN THE ABSENCE OF (1A) A AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE FOR THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF 1933, AS AMENDED, OR (2B) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A FORM REASONABLY SATISFACTORY TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTCOMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” SECURITIES. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security the Securities upon which it is stampedstamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, if (ai) such Security is Securities are registered for sale under an effective registration statement filed resale under the 1933 Act or otherwise may be and the holder has delivered to the Company a representation that such Securities have been sold pursuant to an exemption from such registration without any restriction as to the number of securities as of a particular date that can then be immediately soldstatement, or (bii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in form, substance reasonably satisfactory to the Company as to such counsel and scope customary for opinions to the form of counsel in comparable transactionsopinion, to the effect that a public sale such sale, assignment or transfer of such Security the Securities may be made (or was made, as applicable under Rule 144) without registration under the applicable requirements of the 1933 Act; provided, which however, that O’Melveny & Xxxxx LLP shall be deemed reasonably satisfactory to the Company; provided, further, that no such opinion shall be accepted by required to sell, assign or otherwise transfer all or any portion of such Securities to an Affiliate of the holder of the Securities. The Company so shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance. The Company acknowledges and agrees that the sale Subscriber shall not make nor has made any representations or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer warranties with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to transactions contemplated hereby or by any other Transaction Document other than those specifically set forth in Section 3.2 of the Note3.2.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares Securities have not been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares and may bear a restrictive legend in substantially the following form: “THE SECURITIES, INCLUDING THE SECURITIES INTO WHICH THESE SECURITIES MAY BE CONVERTED, REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stampedstamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an Rule 144, Rule 144A, Regulation S, Regulation A or other applicable exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with or Buyer provides an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer Xxxxx with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, Regulation A or other applicable exemption at the DeadlineDeadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of under the Note.

Legends. (i) The Buyer understands Investor agrees that all certificates or other instruments representing the Note and, until such time as Preferred Shares and the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant subject to an applicable exemption from registration, the Conversion Shares may this Agreement will bear a restrictive legend in substantially to the following form: “effect: (A) THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGEDTRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED UNLESS (1) DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT RELATING THERETO IS EFFECTIVE IN EFFECT UNDER THE SECURITIES SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. (2B) THE ISSUER SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT AND TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, DATED AS OF SUCH SECURITIES RECEIVES AN OPINION JUNE 7, 2008, COPIES OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO ON FILE WITH THE ISSUER’S TRANSFER AGENT. (ii) Upon request of the Investor, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and upon (x) receipt by the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the Company to the effect that a public sale such legend is no longer required under the Securities Act and applicable state laws, or transfer (y) the Investor providing the Company with reasonable assurance that the securities can be sold, assigned or transferred pursuant to Rule 144, the Company will promptly cause clause (A) of the legend to be removed from any certificate for any Preferred Shares or Conversion Shares to be transferred by the Investor in accordance with the terms of this Agreement and clause (B) of the legend will be removed upon the expiration of such Security may be made without registration transfer and other restrictions set forth in this Agreement. The Investor acknowledges that neither the Preferred Shares nor the Conversion Shares have been registered under the 1933 ActSecurities Act or under any state securities laws and the Investor agrees that it will not sell or otherwise dispose of any of the Preferred Shares or Conversion Shares, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, except in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an registration requirements or exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 provisions of the NoteSecurities Act and any other applicable securities laws.

Legends. The Buyer understands that the Note Notes, Warrants and, until such time as the Conversion Warrant Shares have been registered under the 1933 Act; Act or otherwise may be sold pursuant to an applicable exemption from registrationRule 144, the Conversion Shares Securities may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): “THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR UNDER ANY STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE REGISTERED UNDER THE SECURITIES ACT AND ANY UNDER APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE HOLDER THAT REGISTRATION OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security Securities upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is Securities are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately soldAct, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security Securities may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. effected or (c) such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to Rule 144 or Regulation S. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Each Buyer understands that the Note and, until such time as certificates or other instruments representing the Convertible Debentures and or the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may shall bear a restrictive legend in substantially the following form: “THE form (and a stop ­transfer order may be placed against transfer of such stock certificates): THESE SECURITIES REPRESENTED BY THIS INSTRUMENT AND ANY SECURITIES INTO WHICH THESE SECURITIES MAY BE CONVERTED HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL SOLD EXCEPT PURSUANT TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED 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.” . The legend set forth above shall be removed and the Company within three (3) business days shall issue a certificate without such legend to the holder of any Security the Conversion Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (ai) such Security is in connection with a sale transaction, provided the Conversion Shares are registered for sale under an the Securities Act and the holder has undertaken to sell the Conversion Shares pursuant to the effective registration statement filed under or (ii) in connection with a sale transaction where there is no registration statement in effect as to the 1933 Act or otherwise may be sold Conversion Shares, pursuant to an exemption from registration without any restriction as to the number of applicable securities as of a particular date that can then be immediately sold, or (b) laws and after such holder provides the Company with an opinion of the Company’s counsel, reasonably acceptable to the Company, which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Security the Conversion Shares may be made without registration under the 1933 Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer Such Subscriber understands that the Note andcertificates or other instruments representing the Warrants and the stock certificates representing the Warrant Shares, until such time except as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registrationset forth below, the Conversion Shares may shall bear a restrictive legend in substantially the following form: “form (and a stop-transfer order may be placed against transfer of such stock certificates): [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE PLEDGEDOFFERED FOR SALE, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED IN THE ABSENCE OF (1A) A AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE FOR THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF 1933, AS AMENDED, OR (2B) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A FORM REASONABLY SATISFACTORY TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTCOMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” SECURITIES. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security the Securities upon which it is stampedstamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, if (ai) such Security is Securities are registered for sale under an effective registration statement filed resale under the 1933 Act or otherwise may be and the holder has delivered to the Company a representation that such Securities have been sold pursuant to an exemption from such registration without any restriction as to the number of securities as of a particular date that can then be immediately soldstatement, or (bii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in form, substance reasonably satisfactory to the Company as to such counsel and scope customary for opinions to the form of counsel in comparable transactionsopinion, to the effect that a public sale such sale, assignment or transfer of such Security the Securities may be made (or was made, as applicable under Rule 144) without registration under the applicable requirements of the 1933 Act; provided, which however, that Proskauer Rose LLP shall be deemed reasonably satisfactory to the Company; provided, further, that no such opinion shall be accepted by required to sell, assign or otherwise transfer all or any portion of such Securities to an Affiliate of the Company so that holder of the sale or transfer is effectedSecurities. The Buyer Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance. The Company acknowledges and agrees to sell all Securities, including those represented by a certificate(s) from which the legend that no Subscriber makes or has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer made any representations or warranties with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to transactions contemplated hereby or by any other Transaction Document other than those specifically set forth in Section 3.2 of the Note3.2.

Legends. The Buyer Seller understands that the Note andthat, until such time as the Conversion Shares Securities have been registered under the 1933 Act; Act or may otherwise be sold pursuant to an applicable exemption from registrationby Seller under Rule 144(k), the Conversion Shares may certificates for the Securities shall bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES LAWS, AND REPRESENTED HEREBY MAY NOT BE PLEDGED, SOLD, ASSIGNEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO IS EFFECTIVE UNDER TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE HOLDER COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH SECURITIESACT." Purchaser agrees that it shall, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTimmediately prior to a registration statement covering the Securities being declared effective, THAT SUCH SECURITIES MAY BE PLEDGEDdeliver to its transfer agent an opinion letter of counsel opining that at any time such registration statement is effective, SOLDthe transfer agent shall issue, ASSIGNEDin connection with the issuance of the Securities, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” certificates representing such Securities without the restrictive legend above, provided such Securities are to be sold pursuant to the prospectus contained in such registration statement. Upon receipt of such opinion, Purchaser shall cause the transfer agent to confirm, for the benefit of the holders, that no further opinion of counsel is required at the time of transfer in order to issue such shares without such restrictive legend. The legend set forth above shall be removed and the Company Purchaser shall issue a certificate without such legend to the holder of any Security upon which is it is stamped, if, stamped (unless otherwise required by applicable state securities laws, ) (ai) the sale of such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold (including registration pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or Rule 416 thereunder); (bii) such holder provides the Company Purchaser with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall ; or (iii) such holder provides Purchaser with reasonable assurances that such Security can be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if anysold under Rule 144. In the event the above legend is removed from any Security and thereafter the effectiveness of a registration statement covering such Security is suspended or Purchaser determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance written notice to Seller, Purchaser may require that the Company does above legend be placed on any Security that cannot accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities then be sold pursuant to an exemption from registration, effective registration statement or under Rule 144 and Seller shall cooperate in the replacement of such as legend. Such legend shall thereafter be removed when such Security may again be sold pursuant to an effective registration statement or under Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the DeadlineDeadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note; provided such opinion complies with the Irrevocable Transfer Agent Instructions (as defined herein).

Legends. The Buyer understands that (a) If requested in writing by the Note andCompany, until a Shareholder shall present or cause to be presented promptly all certificates representing Voting Securities beneficially owned by such time as Shareholder or any of its Affiliates, for the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant placement thereon of a legend substantially to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following formeffect, which legend will remain thereon so long as such legend is required under applicable securities laws: “"THE SECURITIES SHARES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES OF THE UNITED STATES. SUCH SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH A REGISTRATION THEREUNDER OTHER THAN PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND DELIVERY TO ALLIED WASTE INDUSTRIES, INC. OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THOSE LAWS." (b) Each Shareholder shall present or cause to be presented promptly all certificates representing Voting Securities beneficially owned by such Shareholder or any of its Affiliates, for the placement thereon of a legend substantially to the following effect, which legend will remain thereon during the Standstill Period as long as such Voting Securities are beneficially owned by any Shareholder or an Affiliate of any Shareholder: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF DECEMBER 18, 2003, BETWEEN ALLIED WASTE INDUSTRIES, INC. ("ALLIED") AND CERTAIN STOCKHOLDERS OF ALLIED NAMED THEREIN AND MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS DISPOSED OF EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SAID AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF ALLIED" (1c) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and Company may enter a stop transfer order with the Company shall issue a certificate without such legend to the holder transfer agent or agents of Voting Securities against any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, Disposition not in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion provisions of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notethis Agreement.

Legends. The Buyer understands that Upon payment therefor as provided in this Agreement, the Company will issue the Note andin the name each Purchaser or its designees and in such denominations to be specified by such Purchasers prior to (or from time to time subsequent to) Closing. The Securities and any certificate representing Conversion Shares or Warrant Shares issued upon conversion or exercise thereof, until prior to such Conversion Shares or Warrant Shares being registered under the 1933 Act for resale or available for resale under Rule 144 under the 1933 Act, shall be stamped or otherwise imprinted with a legend in substantially the following form: These Securities Have Not Been Registered For Offer or Sale Under The Securities Act Of 1933, As Amended, Or Any State securities laws. They May Not Be Sold Or Offered For Sale Except Pursuant To An Effective Registration Statement Under Said Act And Any Applicable State Securities Law Or An Applicable Exemption From Such Registration Requirements. The Company agrees to reissue the Notes and any Conversion Shares and Warrant Shares without the legend set forth above, at such time as (i) the holder thereof is permitted to dispose of such Notes, Conversion Shares and Warrant Shares issuable upon conversion or exercise of the foregoing pursuant to Rule 144(b)(i) under the 1933 Act, or (ii) such securities are sold to a purchaser or purchasers who (in the opinion of counsel to the seller or such purchaser(s), in form and substance reasonably satisfactory to the Company and its counsel) are able to dispose of such shares publicly without registration under the 1933 Act, or (iii) such securities have been registered under the 1933 Act; or may be sold . Prior to the Registration Statement (as defined below) being declared effective, any Warrant Shares issued pursuant to an applicable exemption from registration, exercise of the Conversion Shares may Warrant shall bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The same form as the legend set forth above indicated above; provided that such legend shall be removed from such shares and the Company shall issue a certificate new certificates without such legend to if (i) the holder has sold or disposed of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (asuch shares pursuant to Rule 144(b) such Security is registered for sale under an effective registration statement filed under the 1933 Act Act, or otherwise may be sold the holder is permitted to dispose of such shares pursuant to an exemption from registration without any restriction as to Rule 144(b)(i) under the number of securities as of a particular date that can then be immediately sold1933 Act, (ii) such shares are registered for resale under the 1933 Act, or (biii) such holder provides shares are sold to a purchaser or purchasers who (in the opinion of counsel to the seller or such purchaser(s), in form and substance reasonably satisfactory to the Company with an opinion of and its counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, ) are able to the effect that a public sale or transfer dispose of such Security may be made shares publicly without registration under the 1933 Act. Upon such Registration Statement becoming effective, which opinion the Company agrees to promptly issue new certificates representing such shares without such legend. Any Warrant Shares issued after the Registration Statement has become effective shall be accepted free and clear of any legends, transfer restrictions and stop transfer orders. Notwithstanding the removal of such legend, the Purchasers agree to sell the Conversion Shares and Warrant Shares represented by the Company so that new certificates in accordance with the sale applicable prospectus delivery requirements (if copies of a current prospectus are provided to such Purchasers by the Company) or transfer is effectedin accordance with an exemption from the registration requirements of the 1933 Act. The Buyer agrees Nothing herein shall limit the right of any holder to sell all Securities, including those represented by pledge these securities pursuant to a certificate(s) from which the legend has been removed, bona fide margin account or lending arrangement entered into in compliance with law, including applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notesecurities laws.

Legends. The Each Buyer understands that the Note and, until such time as certificates or other instruments representing the Convertible Debentures and or the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may shall bear a restrictive legend legends in substantially the following form: “form (and a stop transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER ANY THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESCOUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY IN A GENERALLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTFORM, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . UNTIL (INSERT DATE) ALL DEALERS THAT BUY, SELL OR TRADE THE SECURITIES REPRESENTED BY THIS CERTIFICATE, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. The legend legends set forth above shall be removed and the Company within two (2) business days shall issue a certificate without such legend legends to the holder of any Security the Conversion Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (ai) such Security is in connection with a sale transaction, provided the Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of (ii) in connection with a particular date that can then be immediately soldsale transaction, or (b) after such holder provides the Company with an opinion of counsel, which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Security the Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially Company will place the following formlegends on each certificate representing Shares and Warrant Shares: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER "BLUE SKY LAWS"). ANY TRANSFER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY WILL BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR BLUE SKY LAWS.” . The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security the Shares and Warrant Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (ai) such Security is Shares and Warrant Shares are registered for sale under an effective registration statement filed resale under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of Act, (ii) in connection with a particular date that can then be immediately soldsale transaction, or (b) such holder provides the Company with an opinion of counsel, in a generally acceptable form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale sale, assignment or transfer of such Security the Shares and Warrant Shares may be made without registration under the 1933 Act, which opinion shall be accepted by or (iii) such holder provides the Company so with reasonable assurances that the sale or transfer is effectedShares and Warrant Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. The Buyer Such Investor acknowledges, covenants and agrees to sell all Securities, including those Shares and Warrant Shares represented by a certificate(s) certificate from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In removed only pursuant to (i) a registration statement effective under the event that the Company does not accept the opinion 1933 Act or (ii) advice of counsel provided by that such sale is exempt from the Buyer with respect to registration requirements of Section 5 of the transfer of Securities 1993 Act, including, without limitation, a transaction pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer Xxxxxx understands that the Note and, until such time as the Conversion Forbearance Shares have not been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may Act and shall bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security Lender upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder party provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer Xxxxxx agrees to sell all Securitiessecurities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares Securities have not been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares and may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder Buyer of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder Buyer provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Buyer with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that In addition to the Note andrestrictions on transfer in this Agreement, until such time as the Conversion Shares have been registered under the 1933 Act; or no Shareholder Stock may be sold transferred except pursuant to a registration under applicable securities laws or pursuant to an applicable exemption from such registration. Until the date on which Shareholder Stock is so registered, each certificate evidencing the Conversion Shares may same shall bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY STATE OTHER APPLICABLE SECURITIES LAWS, LAW AND MAY NOT BE PLEDGEDTRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM." So long as any Shareholder Stock shall be subject to the terms of this Agreement, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER all certificates evidencing the same shall bear a legend in substantially the following form: "THE SECURITIES ACT REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE SUBSCRIPTION AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) SHAREHOLDERS AGREEMENT DATED __________ _____, 2000 AMONG THE ISSUER HEREOF AND CERTAIN OTHER PERSONS, AS AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME. COPIES OF SUCH SECURITIES RECEIVES AN OPINION AGREEMENT ARE ON FILE AT THE ISSUER'S PRINCIPAL OFFICES AND, UPON WRITTEN REQUEST, COPIES THEREOF SHALL BE MAILED WITHOUT CHARGE WITHIN TEN DAYS OF COUNSEL TO THE HOLDER RECEIPT OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE REQUEST TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSAPPROPRIATELY INTERESTED PERSONS.” The legend set forth above shall be removed and " Upon receipt from any holder of Shareholder Stock by the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to it to the effect that a public sale any of the foregoing legends are no longer required or transfer of such Security may be made without registration under the 1933 Actapplicable, which opinion shall be accepted by the Company so that shall reissue the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which certificates evidencing the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, Shareholder Stock without such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notelegends.

Legends. The Buyer understands Warrant Shares to be acquired by the 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 in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that the Note andshares 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 Conversion Warrant Shares issuable upon exercise of the Warrant have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration 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 (b) such holder provides 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 form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. The legend set forth above shall be removed and the Company with shall issue to the Warrant Holder a new certificate therefor free of any transfer legend if (i) the Company shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security Securities may be made without registration under the 1933 ActAct and the shares are so sold or transferred, which opinion shall be accepted or (ii) such security is registered for sale by the Company so Warrant Holder under an effective registration statement filed under the Act. In addition, the Warrant Shares shall bear a legend substantially in the following form during such time that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect Warrant Shares are subject to the transfer Investor Rights and Voting Agreement of Securities pursuant to an exemption from registrationeven date hereof: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING SET FORTH IN AN INVESTOR RIGHTS AND VOTING AGREEMENT, such as Rule 144DATED AS OF JUNE [●], at the Deadline2018, it will be considered an Event of Default pursuant to Section 3.2 of the NoteBY AND AMONG THE COMPANY, CERTAIN STOCKHOLDERS OF THE COMPANY AND THE ORIGINAL HOLDER HEREOF, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THE SECURITIES REPRESENTED HEREBY MAY NOT BE VOTED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHER DISPOSED OF, EXCEPT IN COMPLIANCE WITH SUCH INVESTOR RIGHTS AND VOTING AGREEMENT.

Legends. The Buyer understands that (a) If requested in writing by the Note andCompany, until a Shareholder shall present or cause to be presented promptly all certificates representing Voting Securities beneficially owned by such time as Shareholder or any of its Affiliates, for the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant placement thereon of a legend substantially to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following formeffect, which legend will remain thereon so long as such legend is required under applicable securities laws: “"THE SECURITIES SHARES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES OF THE UNITED STATES. SUCH SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH A REGISTRATION THEREUNDER OTHER THAN PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND DELIVERY TO ALLIED WASTE INDUSTRIES, INC. OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THOSE LAWS." (b) Each Shareholder shall present or cause to be presented promptly all certificates representing Voting Securities beneficially owned by such Shareholder or any of its Affiliates, for the placement thereon of a legend substantially to the following effect, which legend will remain thereon during the Standstill Period as long as such Voting Securities are beneficially owned by any Shareholder or an Affiliate of any Shareholder: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF JULY 30, 1999, BETWEEN ALLIED WASTE INDUSTRIES, INC. ("ALLIED") AND CERTAIN STOCKHOLDERS OF ALLIED NAMED THEREIN AND MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS DISPOSED OF EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SAID AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF ALLIED" (1c) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and Company may enter a stop transfer order with the Company shall issue a certificate without such legend to the holder transfer agent or agents of Voting Securities against any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, Disposition not in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion provisions of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notethis Agreement.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares Securities have not been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares and may bear a restrictive legend in substantially the following form: “THE SECURITIES, INCLUDING THE SECURITIES INTO WHICH THESE SECURITIES MAY BE CONVERTED, REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stampedstamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an Rule 144, Rule 144A, Regulation S, Regulation A or other applicable exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with or Buyer provides an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Xxxxx agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer Xxxxx with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, Regulation A or other applicable exemption at the DeadlineDeadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of under the Note.

Legends. The Buyer understands that This Warrant and the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may shall be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear imprinted with a restrictive legend in substantially the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY ISSUABLE UPON EXERCISE OF THIS INSTRUMENT WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, . THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE PLEDGEDTRANSFERRED, SOLD, ASSIGNEDOFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO IS EFFECTIVE TO THESE SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The . Any such legend set forth above endorsed on the certificate representing shares of Warrant Stock issued upon exercise of this Warrant shall be removed and the Company shall issue a certificate for such shares without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) thereof if such Security Warrant Stock is registered for sale under an effective registration statement filed under the 1933 Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) if such holder provides to the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the Company to the effect that a public sale sale, transfer or transfer of such Security assignment may be made without registration under or the 1933 Act, which opinion shall Warrant Stock may be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities sold pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 144(k) of the NoteSecurities Act.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel counsel, which opinion is in such satisfactory form, substance and scope as described above, provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the DeadlineDeadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands It is understood that the Note and, until such time certificates evidencing the Securities will bear the legends substantially as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “provided below: (a) THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE HOLDER HEREOF SHOULD BE AWARE THAT IT 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 MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT RESALE IS IN COMPLIANCE WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” (b) Any other legends required by Delaware law or other applicable state securities laws. The legend set forth legends provided above shall be removed and by GM from any certificate evidencing the Company shall issue Securities upon delivery to GM of an opinion by counsel, reasonably satisfactory to GM, that a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as is at that time in effect with respect to the number of securities as of a particular date legended security or that such security can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, freely transferred in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or transfer exemptions from registrations pursuant to which GM issued the Securities. For purposes of clarification, and provided that any transactions satisfy the terms of SEC Rule 144, Microsoft may enter into bona fide transactions which constitute a hedge against changes in the market price of the GM Common Stock, provided, however, no public disclosure is made with respect to such Security may be made without registration under hedge transactions, except in an initial Schedule 13D, the 1933 Acttext of which is reasonably satisfactory to GM, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, if in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer Microsoft such disclosure is required as a matter of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notelaw.

Legends. The Buyer Such Purchaser understands that the Note andcertificates representing the Securities, until such time except as set forth below, shall bear any legend as required by the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear “blue sky” laws of any state and a restrictive legend in substantially the following form: “THE form (and a stop-transfer order may be placed against transfer of such certificates): THESE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL SOLD EXCEPT PURSUANT TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED 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 COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.” The . Such Purchaser understands that the legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security the applicable Securities upon which it is stamped, if, unless otherwise required by applicable state securities laws, (ai) such Security is Securities (x) are registered for sale under resale pursuant to an effective registration statement filed under the 1933 Securities Act or otherwise may be sold and (y) are resold pursuant to an exemption from such registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, statement or (bii) in connection with a sale, assignment or other transfer pursuant to Rule 144, such holder provides the Company with an opinion of counsela law firm reasonably acceptable to the Company, in form, substance and scope customary for opinions of counsel in comparable transactionsa form reasonably acceptable to the Company, to the effect that a public sale such sale, assignment or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if anyRule 144. In the event The Company acknowledges and agrees that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the Notetransactions contemplated hereby.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE PLEDGEDOFFERED FOR SALE, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (1I) A IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE FOR THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF 1933, AS AMENDED, OR (2B) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, (WHICH COUNSEL AND OPINION ARE REASONABLY SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTFORM, THAT SUCH 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 MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSSECURITIES.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effectedaffected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144144 or Regulation S, at the Deadlinewithin 2 business days, it will be considered an Event of Default pursuant to Section 3.2 of under the Note.

Legends. The Buyer understands certificate, certificates or book-entry entitlements representing the Subject Shares (including shares of Acquirer Common Stock that are issued pursuant to an exercise of a Subject Option) shall bear the Note and, following legends (as well as any other legends required hereunder or by applicable state and federal corporate and securities laws) until such time as the Conversion Shares have been registered under the 1933 Act; such legends are no longer relevant or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “applicable: (a) THE SECURITIES SHARES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR (2) IN CONNECTION WITH, THE ISSUER OF SALE OR DISTRIBUTION THEREOF. NO SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES SALE OR DISTRIBUTION MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND OF 1933 OR APPLICABLE STATE SECURITIES LAWS.” (b) THE SHARES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER A REINVESTMENT AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH REINVESTMENT AGREEMENT. The legend legends set forth above shall be removed and by Acquirer from any certificate or book-entry entitlement evidencing the Company shall issue a certificate without such Subject Shares upon (x) with regard to legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant ), delivery to an exemption from registration without any restriction as to the number Acquirer of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, reasonably satisfactory in formform and substance to Acquirer, substance and scope customary for opinions of counsel in comparable transactions, to the effect that either (i) a public sale or transfer of such Security may be made without registration statement under the 1933 Act, which opinion shall be accepted by the Company so Securities Act is at that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, time in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer effect with respect to the legended security or (ii) such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer of Securities will not jeopardize the exemption or exemptions from registration pursuant to an exemption from registrationwhich Acquirer issued the Merger Shares (provided that for transfers that can be effected under Rule 144 promulgated under the Act, no such as Rule 144opinion shall be required unless requested by Acquirer) and (y) with regard to legend (b), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 expiration of the NoteReinvestment Period.

Legends. The Buyer understands that Warrant Shares to be acquired by the Note andWarrant Holder(s) pursuant hereto, until may not be sold or transferred unless (i) such time as the Conversion Shares have been registered under the 1933 Act; or may be shares are sold pursuant to an applicable effective registration or offering statement under the Act, or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . The legend set forth above shall be removed and the Company shall issue a certificate without such legend to ensure that the holder Warrant Shares issuable upon exercise of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is this Warrant have been registered for sale under an effective registration statement filed under the 1933 Act no later than September 1, 2019 and such registration statement remains effective. In the event of any Warrant Shares not registered for sale under an effective registration statement and except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as such Warrant Shares issuable upon exercise of the Warrant have been registered under the Act or otherwise may be sold pursuant to an exemption from registration 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 such 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 form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (bTHE “ACT”), OR ANY STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED UNLESS (1) such holder provides A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (2) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT HAS BEEN RENDERED BY COUNSEL. The legend set forth above shall be removed and the Company with shall issue to the Warrant Holder(s) a new certificate therefor free of any transfer legend if (i) the Company shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security Warrant Shares may be made without registration under the 1933 Act and the shares are so sold or transferred, or (ii) such security is registered for sale under an effective registration statement filed under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer Purchaser understands that the Note andNotes, until such time as Warrants and the Conversion Shares have been registered under Warrant Stock will bear the 1933 Act; or may be sold pursuant to an applicable exemption from registrationrespective legends set forth below: THIS NOTE AND THE SECURITIES UNDERLYING THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Conversion Shares may bear a restrictive legend in substantially the following form: AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION. THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE LAW. THE SECURITIES LAWS, AND MAY NOT BE PLEDGEDOFFERED FOR SALE, SOLD, ASSIGNED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL EXCEPT PURSUANT TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” LAW. The legend legends set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that from the sale Notes, Warrants or transfer is effected. The Buyer agrees any certificate evidencing Warrant Stock upon delivery to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept of an opinion by counsel, reasonably satisfactory to the opinion of counsel provided by Company, that a registration statement under the Buyer Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer of Securities will not jeopardize the exemption or exemptions from registration pursuant to an exemption from registrationwhich the Company issued the Notes, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteWarrants or Warrant Stock.

Legends. The Buyer understands Buyers understand that the Note Notes and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees Buyers agree to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer Buyers with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteNotes.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares Securities have not been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares and may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder Buyer of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder Buyer provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that Each certificate evidencing securities issued hereunder and each certificate issued in exchange for or upon the Note andtransfer of any such securities, until such time as shall be stamped or otherwise imprinted with a legend (the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend “Legend”) in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER IN THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER ABSENCE OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS AND APPLICABLE STATE SECURITIES LAWSMAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE HOLDER.” In the event that any such securities are uncertificated, such securities shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by the issuer of such securities (the “Issuer”) or agent and the term “Legend” shall include such restrictive notation. The legend Issuer shall, and shall cause any transfer agent to, remove the Legend (or restrictive notation, as applicable) set forth above shall from the certificates evidencing any such securities (or the securities register or other appropriate records, in the case of uncertified securities), promptly upon request, at any time after the restrictions described in such Legend cease to be removed and the Company shall issue a certificate without applicable, including, as applicable, when such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration Rule 144 under the 1933 Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registrationeffective Registration Statement, and under this Agreement. The Issuer may reasonably request such opinions, certificates or other evidence that such restrictions no longer apply as Rule 144, at a condition to removing the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteLegend.

Legends. (i) The Buyer understands that certificates evidencing the Note andFounding Director Warrants will include the legend set forth below, until such time as which the Conversion Shares Purchasers have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following formread and understand: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY STATE SECURITIES LAWSLAW, AND MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A PURCHASE AGREEMENT DATED AS OF _______ __, 2007 (2THE "PURCHASE AGREEMENT") WHICH RESTRICTS THE TRANSFER THEREOF AS PROVIDED IN THE PURCHASE AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESTHIS CERTIFICATE AT ITS EXECUTIVE OFFICES. (ii) By accepting the certificates bearing the aforesaid legend, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTeach Purchaser agrees, THAT SUCH SECURITIES MAY BE PLEDGEDprior to any permitted transfer of the Securities represented by the certificates and subject to the restrictions contained herein, SOLDto give written notice to the Company expressing his desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend present copies thereof to its counsel and the following provisions shall apply: (a) subject to the holder of any Security upon which it is stampedtransfer restrictions contained elsewhere in this Agreement, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under in the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as reasonable opinion of counsel to the number of securities as of a particular date that can then be immediately soldCompany, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or proposed transfer of such Security Securities may be made effected without registration under the 1933 ActSecurities Act and applicable state securities acts, which the Company shall promptly thereafter notify the transferring Purchaser, whereupon the transferring Purchaser shall be entitled to transfer such Securities, all in accordance with the terms of the notice delivered by the transferring Purchaser and upon such further terms and conditions as shall be required to ensure compliance with the Securities Act and the applicable state securities acts, and, upon surrender of the certificate evidencing such Securities, in exchange therefor, a new certificate not bearing a legend of the character set forth above if such counsel reasonably believes that such legend is no longer required under the Securities Act and the applicable state securities acts; and (b) subject to the transfer restrictions contained elsewhere in this Agreement, if, in the reasonable opinion of counsel to the Company, the proposed transfer of such Securities may not be effected without registration under the Securities Act or the applicable state securities acts, a copy of such opinion shall be accepted by promptly delivered to the transferring Purchaser, and such proposed transfer shall not be made unless such registration is then in effect. (iii) The Company so that may, from time to time, make stop transfer notations in its records and deliver stop transfer instructions to its transfer agent to the sale or transfer is effected. The Buyer agrees extent its counsel considers it necessary to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in ensure compliance with the Securities Act and the applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notestate securities acts.

Legends. The Buyer understands that the Note Debentures (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Debentures, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Debentures and Section 2(c) of the Registration Rights Agreement or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the "Conversion Shares") and the Warrants and the shares of Common Stock issuable upon exercise thereof (the "Warrant Shares" and, collectively with the Debentures, Warrants and Conversion Shares, the "Securities") and, until such time as the Conversion Shares and Warrant Shares have been registered under the 1933 Act; Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an applicable exemption from registrationRule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares and Warrant Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended. The securities may not be sold, OR UNDER ANY STATE SECURITIES LAWStransferred or assigned in the absence of an effective registration statement for the securities under said Act, AND MAY NOT BE PLEDGEDor an opinion of counsel, SOLDin form, ASSIGNEDsubstance and scope customary for opinions of counsel in comparable transactions, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSthat registration is not required under said Act or unless sold pursuant to Rule 144 or Regulation S under said Act.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. effected or (c) such holder provides the Company with reasonable assurances that such Security can be sold pursuant to Rule 144 or Regulation S. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that (a) Each certificate representing Restricted Securities held by any Stockholder shall be endorsed with the Note and, until following legends and such time other legends as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an required by applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following formstate securities laws: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, RIGHTS TO REPURCHASE AND TO REQUIRE TRANSFERS CONTAINED IN AN INVESTORS' AGREEMENT, DATED AS OF SEPTEMBER 24, 1998, AS SUCH AGREEMENT MAY BE AMENDED, MODIFIED OR RESTATED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER HEREOF)." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED UNLESS EXCEPT PURSUANT TO (1i) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.” The legend set forth above " (b) Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon the completion of a Transfer pursuant to a registered public offering under the Securities Act and made in accordance with the Securities Act) shall be removed and also bear such legends, unless in the opinion of counsel for the Company, the Restricted Securities represented thereby are no longer subject to the provisions of this Agreement or, in the opinion of the Company shall issue a certificate without such legend (with advice from counsel to the holder of any Security upon which it is stampedCompany, ifas the Company may deem appropriate), unless otherwise required by applicable the restrictions imposed under the Securities Act or state securities laws, in which case the applicable legend (aor legends) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note andunless, and until such time as the Conversion PMTI Common Stock and the Damage Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registrationAct as contemplated by Section 2 of this Agreement, the Conversion Shares may certificates representing such securities shall bear a restrictive legend in substantially the following form: “form (and a stop-transfer order may be placed against transfer of such certificates): THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (OR APPLICABLE STATE SECURITIES LAWS. THE “SECURITIES ACT”)MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER ANY THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESIN FORM, WHICH COUNSEL SUBSTANCE AND OPINION ARE SCOPE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, COMPANY THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH OR BE EXEMPT FROM APPLICABLE STATE SECURITIES LAWS. The legend set forth above as it appears on the PMTI Stock Certificate and on any certificate representing the Damage Shares shall be removed and the Company shall issue a certificate without such legend to the holder of any Security such shares of PMTI Common Stock or the Damage Shares upon which it is stamped, if, unless otherwise required by applicable federal or state securities laws, (a) the sale of such Security shares of PMTI Common Stock or the Damage Shares is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately soldAct, or (b) in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactionsreasonably acceptable to the Company, to the effect that a public sale or transfer of such Security the shares of PMTI Common Stock or the Damage Shares may be made without registration under the 1933 Act, which opinion shall be accepted by or (c) such holder provides the Company so with reasonable assurances that the sale shares of PMTI Common Stock or transfer is effected. The Buyer agrees Damage Shares can be sold pursuant to sell all Securities, including those represented by Rule 144 under the 1933 Act (or a certificate(ssuccessor rule thereto) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect without any restriction as to the transfer number of Securities pursuant to an exemption from registration, such securities acquired as Rule 144, at the Deadline, it will of a particular date that can then be considered an Event of Default pursuant to Section 3.2 of the Noteimmediately sold.

Legends. The Buyer Lender understands that the Note and, until such time as the Conversion Shares Securities have not been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares and may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder Lender of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder Lender provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer Lender agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Buyer Lender with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note Notes and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The Company shall not register a transfer of securities unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of any of the securities unless the conditions specified in the foregoing legend are satisfied. The Buyer will not sell, transfer or otherwise dispose of any Conversion Shares in whole or in part, except pursuant to an effective registration statement under the Securities Act or an exemption from registration thereunder. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel provided by the Buyer Holder with respect to the transfer of Securities pursuant to an exemption from registration, registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteNotes.

Legends. The Except as provided herein, each Buyer understands that agrees to the Note andimprinting, until such time on each document evidencing the Securities so long as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registrationis required by this Section 2(g), the Conversion Shares may bear of a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER ANY THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESCOUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY IN A GENERALLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTFORM, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The . Certificates evidencing the Conversion Shares or Warrant Shares shall not contain any legend (including the legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities lawsabove), (ai) while a registration statement (including the Registration Statement) covering the resale of such Security security is registered effective under the Securities Act, (ii) following any sale of such Conversion Shares or Warrant Shares pursuant to Rule 144, (iii) if such Conversion Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly after the effective date (the “Effective Date”) of a Registration Statement (as defined in the registration Rights Agreement) if required by the Company’s transfer agent to effect the removal of the legend hereunder. If all or any portion of the Convertible Debentures or Warrants are exercised by a Buyer that is not an Affiliate of the Company (a “Non-Affiliated Buyer”) at a time when there is an effective registration statement filed to cover the resale of the Conversion Shares or the Warrant Shares, such Conversion Shares or Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 2(g), it will, no later than three (3) Trading Days following the 1933 Act delivery by a Non-Affiliated Buyer to the Company or otherwise 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 third Trading Day, the “Legend Removal Date”), deliver or cause to be sold delivered to such Non-Affiliated Buyer a certificate representing such shares 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. Each Buyer acknowledges that the Company’s agreement hereunder to remove all legends from Conversion Shares or Warrant Shares is not an affirmative statement or representation that such Conversion Shares or Warrant Shares are freely tradable. Each Buyer, severally and not jointly with the other Buyers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 3(g) is predicated upon the Company’s reliance that the buyer will sell any Securities pursuant to an exemption from either the registration without any restriction as to requirements of the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with any applicable prospectus delivery requirements, or an exemption therefrom, and that if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities are sold pursuant to an exemption from registrationa Registration Statement, such as Rule 144, at the Deadline, it they will be considered an Event sold in compliance with the plan of Default pursuant to Section 3.2 of the Notedistribution set forth therein.

Legends. The Buyer Each Purchaser understands that the Note and, until such time as Notes and the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, certificates for the Conversion Shares may bear a restrictive legend in substantially the following form: “Legend A [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE PLEDGEDOFFERED FOR SALE, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (1I) A IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE FOR THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF 1933, AS AMENDED, OR (2B) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO SELECTED BY THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, IN A GENERALLY ACCEPTABLE FORM, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSSECURITIES. Legend B and in the case of Notes or Conversion Shares held by an Insider (as that term is defined by the Principal Market.” The legend ): Legend C Legend A set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (ai) the sale of such Security is registered for sale under an effective registration statement filed under the 1933 Securities Act or otherwise may be sold (including registration pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or Rule 416 thereunder); (bii) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Securities Act, which opinion shall be accepted by ; or (iii) such holder provides the Company so with reasonable assurances that the sale such Security can be can be sold under Rule 144(k) or transfer has been, or is effected. The Buyer agrees to sell all Securitiesbe otherwise, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if anysold under Rule 144. In the event Legend A is removed from any Security and thereafter the effectiveness of a registration statement covering such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance written notice to such Purchaser the Company may require that the Company does above legend be placed on any such Security that cannot accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities then be sold pursuant to an exemption from registration, effective registration statement or under Rule 144 and such as Purchaser shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Security may again be sold pursuant to an effective registration statement or under Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands Warrant Shares to be acquired by the 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 in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that the Note andshares 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 Conversion Warrant Shares issuable upon exercise of the Warrant have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration 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 (b) such holder provides 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 form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. The legend set forth above shall be removed and the Company with shall issue to the Warrant Holder a new certificate therefor free of any transfer legend if (i) the Company shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security Securities may be made without registration under the 1933 ActAct and the shares are so sold or transferred, which opinion shall be accepted or (ii) such security is registered for sale by the Company so that Warrant Holder under an effective registration statement filed under the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteAct.

Legends. (a) The Buyer Purchaser understands that the Note and, until such time as certificates representing the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may Units will bear a restrictive legend in substantially the following form: “form (and a stop-transfer order may be placed against transfer of the certificates for such Units): THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER 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 THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, AND MAY NOT BE PLEDGEDOR UNLESS OFFERED, SOLD, ASSIGNEDPLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER REQUIREMENTS OF THOSE LAWS. THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE HOLDER OF COMPANY THAT SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE REGISTRATION IS NOT REQUIRED TO THE ISSUER’S TRANSFER AGENT, EXTENT THAT SUCH OPINION IS REQUIRED PURSUANT TO THAT CERTAIN SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT PURCHASE AGREEMENT UNDER WHICH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSWERE ISSUED.” The (b) To the extent the resale of the Units is registered under the Securities Act pursuant to an effective Registration Statement, the Company agrees to promptly (i) authorize the removal of the legend set forth above shall be removed in Section 3.8(a) and the Company shall issue a certificate without such any other legend to the holder of any Security upon which it is stamped, if, unless otherwise not required by applicable state securities lawslaw from such Units and (ii) cause its transfer agent to issue such Units without such legends to the holders thereof by electronic delivery at the applicable balance account at the Depository Trust Company upon surrender of any stock certificates evidencing such Units. With respect to any Units for which restrictive legends are removed pursuant to this Section 3.8(b), (a) the holder thereof agrees to only sell such Security is registered for sale under an Units when and as permitted by the effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) covering such holder provides the Company with an opinion of counsel, resale and in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance accordance with applicable prospectus delivery requirements, if anysecurities laws and regulations. In the event that the Company does not accept the opinion of counsel provided by the Buyer Any fees (with respect to the Company’s transfer agent, counsel or otherwise) associated with the removal of Securities such legend(s) shall be borne by the Company. (c) The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of any legend from the Units (i) following any sale of the Units pursuant to an exemption from registration, such as Rule 144, at or (ii) if such Units are eligible for sale under Rule 144 following the Deadline, it will be considered an Event of Default pursuant to Section 3.2 expiration of the Noteone-year holding requirement under subparagraphs (b)(1)(i) and (d) thereof. Following the time a legend is no longer required for the Units under this Section 3.8(c), the Company will, no later than three Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such securities, deliver or cause to be delivered to such Purchaser a certificate representing such securities that is free from all restrictive and other legends.

Legends. The Buyer understands that (a) Each certificate evidencing Unregistered Shares, and each certificate issued in exchange for or upon the Note andtransfer, until sale or assignment of any such time as securities, shall be stamped or otherwise imprinted with a legend (the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend “Share Legend”) in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE PLEDGEDSOLD, SOLDTRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER IN THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER ABSENCE OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNLESS THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION OR QUALIFICATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS.” In the event of any uncertificated shares, such shares shall be subject to a restrictive notation substantially similar to the Share Legend in the stock ledger or other appropriate records maintained by the Issuer or agent and the term “Share Legend” shall include such restrictive notation. The legend Issuer shall remove the Share Legend (or restrictive notation, as applicable) set forth above shall be removed and from the Company shall issue a certificate without certificates evidencing any such securities (or the records, in the case of uncertified shares), upon request at any time after the restrictions described in such legend cease to be applicable. The Issuer may reasonably request such opinions, certificates or other evidence that such restrictions no longer apply as a condition of removing the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or Share Legend. (b) such holder provides Each certificate evidencing Unregistered Notes, and each certificate issued in exchange for or upon the Company with an opinion of counseltransfer, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer assignment of any such Security may be made without registration under the 1933 Actsecurities, which opinion shall be accepted by stamped or otherwise imprinted with a legend (the Company so that “Note Legend”) in substantially the sale or transfer is effected. The Buyer agrees to sell all Securitiesfollowing form: “THIS SENIOR SECURED FIRST LIEN NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, including those represented by a certificate(s) from which the legend has been removedHAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, in compliance with applicable prospectus delivery requirementsAS AMENDED (THE “ACT”), if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registrationOR ANY OTHER APPLICABLE STATE SECURITIES LAWS, such as Rule 144AND MAY NOT BE SOLD, at the DeadlineTRANSFERRED, it will be considered an Event of Default pursuant to Section 3.2 of the NoteASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNLESS THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION OR QUALIFICATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS.”

Legends. The Buyer understands that Each certificate representing the Note Securities, and, until such time as the Conversion Shares have been registered under the 1933 Act; if appropriate, securities issued upon exercise thereof, shall be stamped or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear otherwise imprinted with a restrictive legend substantially in substantially the following form: 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 INSTRUMENT CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ) NOR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1A) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO THE SECURITIES IS EFFECTIVE AND ANY APPLICABLE STATE SECURITIES LAWS.” LAW REQUIREMENTS HAVE BEEN MET, OR (B) GULF STREAM INTERNATIONAL RECEIVES AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO IT, THAT THE REQUIREMENTS FOR EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN MET. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security the securities upon which it is stamped, if, unless otherwise required by if (i) the securities are registered for resale under the Securities Act and registered or qualified under any applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (bii) such in connection with a sale, assignment or other transfer, the holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactionsreasonably satisfactory to the Company, to the effect that a public sale the sale, assignment, or transfer of such Security may be made without the securities is exempt from registration under the 1933 Act, which opinion shall be accepted by Securities Act and is exempt from the Company so that the sale registration or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with qualification requirements of any applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notestate securities law.

Legends. (i) The Buyer understands undersigned acknowledges that each certificate representing the Note and, until such time as the Conversion Shares have been Debentures unless registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registrationthe Registration Rights Agreement, the Conversion Shares may bear shall be stamped or otherwise imprinted with a restrictive legend substantially in substantially the following form: “THE SECURITIES REPRESENTED EVIDENCED BY THIS INSTRUMENT HAVE CERTIFICATE MAY NOT BEEN REGISTERED BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (ii) TO THE “SECURITIES ACT”EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF AN EXEMPTION FROM REGISTRATION UNDER ANY STATE SECURITIES LAWSSUCH ACT IS AVAILABLE. NOTWITHSTANDING THE FOREGOING, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE COMMON STOCK INTO WHICH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL EVIDENCED BY THIS CERTIFICATE ARE CONVERTIBLE ARE ALSO SUBJECT TO THE REGISTRATION RIGHTS SET FORTH IN EACH OF THAT CERTAIN SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE HOLDER HEREOF AND THE COMPANY, A COPY OF SUCH SECURITIESEACH IS ON FILE AT THE COMPANY?S PRINCIPAL EXECUTIVE OFFICE. (ii) The Common Stock issued upon conversion shall contain the following legend if converted prior to effectiveness of Registration Statement: ?No sale, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above offer to sell or transfer of the securities represented by this certificate shall be removed and the Company shall issue made unless a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Federal Securities Act of 1933, as amended, with respect to such securities is then in effect or otherwise may be sold pursuant to an exemption from the registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer requirement of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer Act is effected. The Buyer agrees then in fact applicable to sell all Securities, including those represented by a certificate(ssuch securities.? (iii) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion Common Stock issued upon conversion and subsequent to effective date of counsel provided by the Buyer with respect to the transfer of Securities Registration Statement (pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notewhich shares underlying conversion are registered) shall not bear any restrictive legend.

Legends. (i) The Buyer understands undersigned acknowledges that each certificate representing the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold Debentures unless registred pursuant to an applicable exemption from registrationthe Registration Rights Agreement, the Conversion Shares may bear shall be stamped or otherwise imprinted with a restrictive legend substantially in substantially the following form: “THE SECURITIES REPRESENTED EVIDENCED BY THIS INSTRUMENT HAVE CERTIFICATE MAY NOT BEEN REGISTERED BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (ii) TO THE “SECURITIES ACT”EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF AN EXEMPTION FROM REGISTRATION UNDER ANY STATE SECURITIES LAWSSUCH ACT IS AVAILABLE. NOTWITHSTANDING THE FOREGOING, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE COMMON STOCK INTO WHICH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL EVIDENCED BY THIS CERTIFICATE ARE CONVERTIBLE ARE ALSO SUBJECT TO THE REGISTRATION RIGHTS SET FORTH IN EACH OF THAT CERTAIN SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE HOLDER HEREOF AND THE COMPANY, A COPY OF SUCH SECURITIESEACH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE. (ii) The Common Stock issued upon conversion shall contain the following legend if converted prior to effectiveness of Registration Statement: "No sale, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above offer to sell or transfer of the securities represented by this certificate shall be removed and the Company shall issue made unless a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Federal Securities Act of 1933, as amended, with respect to such securities is then in effect or otherwise may be sold pursuant to an exemption from the registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer requirement of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer Act is effected. The Buyer agrees then in fact applicable to sell all Securities, including those represented by a certificate(ssuch securities." (iii) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion Common Stock issued upon conversion and subsequent to effective date of counsel provided by the Buyer with respect to the transfer of Securities Registration Statement (pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notewhich shares underlying conversion are registered) shall not bear any restrictive legend.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The Company shall not register a transfer of securities unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of any of the securities unless the conditions specified in the foregoing legend are satisfied. The Buyer will not sell, transfer or otherwise dispose of any Conversion Shares in whole or in part, except pursuant to an effective registration statement under the Securities Act or an exemption from registration thereunder. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel provided by the Buyer Holder with respect to the transfer of Securities pursuant to an exemption from registration, registration (such as Rule 144), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. Each of the Holders acknowledges that (i) no Transfer, hypothecation or assignment of any Registrable Securities Beneficially Owned by such Holder may be made except in compliance with applicable federal and state securities laws and (ii) the Company shall place customary restrictive legends substantially in the form set forth below on the certificates or book entries representing the Registrable Securities subject to this Agreement. Upon request of the applicable Holder, the Company shall cause the removal of any legend from the book entry position evidencing the Registrable Securities within three (3) Business Days of request and shall cause its counsel, or counsel acceptable to its transfer agent, to issue to the transfer agent a legal opinion in connection therewith, subject to receipt by the Company and its transfer agent of customary representations and other documentation in connection therewith. The Buyer understands that Company shall be responsible for the Note and, until fees of its transfer agent associated with such time as the Conversion Shares have been issuance. Registrable Securities not registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registrationSecurities Act of 1933, the Conversion Shares may bear a restrictive legend in substantially the following formas amended: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE “SECURITIES ACT”), ) OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGEDTRANSFERRED, SOLD, ASSIGNED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED UNLESS (1) DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT WITH RESPECT RELATING THERETO IS EFFECTIVE IN EFFECT UNDER THE SECURITIES SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. Registrable Securities held by an executive officer, member of the Board of Directors or an Affiliate: THESE SHARES ARE HELD BY A PERSON WHO IS CONSIDERED AN AFFILIATE FOR PURPOSES OF RULE 144 UNDER THE SECURITIES ACT OF 1933 (2) THE “ACT”). NO TRANSFER OF THESE SHARES OR ANY INTEREST THEREIN MAY BE MADE UNLESS THE ISSUER OF SUCH SECURITIES RECEIVES HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, IT THAT SUCH SECURITIES THESE SHARES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT STATEMENT, RULE 144 OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSTHE RULES AND REGULATIONS THEREUNDER.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer Purchaser understands that the Note Shares and, until such time as the Conversion Shares have been registered under the 1933 Act; Securities Act (including registration pursuant to Rule 416 thereunder) as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an applicable exemption from registrationby such Purchaser under Rule 144, the Certificates for the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES LAWS, AND REPRESENTED HEREBY MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER IN THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER ABSENCE OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.” . The Company shall, immediately prior to a registration statement covering the Securities (including, without limitation, the Registration Statement contemplated by the Registration Rights Agreement) being declared effective, deliver to its transfer agent an opinion letter of counsel, opining that at any time such registration statement is effective, the transfer agent may issue, in connection with the issuance of the Conversion Shares, certificates representing such Conversion Shares without the restrictive legend above, provided such Conversion Shares are to be sold pursuant to the prospectus contained in such registration statement. Upon receipt of such opinion, the Company shall cause the transfer agent to confirm, for the benefit of the holders, that no further opinion of counsel is required at the time of transfer in order to issue such shares without such restrictive legend. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (ai) the sale of such Security is registered for sale under an effective registration statement filed under the 1933 Securities Act or otherwise may be sold (including registration pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, Rule 416 thereunder) or (bii) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Securities Act. If the holder of any Security is an affiliate of the Company, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been on any such Security shall not be so removed, in compliance with applicable prospectus delivery requirements, if any. In the event the above legend is removed from any Security and thereafter the effectiveness of a registration statement covering such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance written notice to Purchaser the Company may require that the Company does above legend be placed on any such Security that cannot accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities then be sold pursuant to an exemption from registration, effective registration statement or under Rule 144 and Purchaser shall cooperate in the replacement of such as legend. Such legend shall thereafter be removed when such Security may again be sold pursuant to an effective registration statement or under Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; Act or may be sold pursuant to an applicable exemption from registrationregistration thereunder, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . The legend set forth above shall be removed from any certificate representing Conversion Shares and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stampedConversion Shares, if, unless otherwise required by applicable state securities laws, (a) such Security is Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securitiessuch shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer Affiliate also understands and agrees that stop transfer instructions will be given to Parent's transfer agent with respect to certificates evidencing the Note and, until such time as Restricted Securities and that there will be placed on the Conversion Shares have been registered under certificate evidencing the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend Restricted Securities legends stating in substantially the following formsubstance: “"THE SECURITIES SHARES REPRESENTED BY THIS INSTRUMENT HAVE CERTIFICATE MAY NOT BEEN REGISTERED UNDER BE OFFERED, SOLD, PLEDGED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWSAMENDED, AND THE OTHER CONDITIONS SPECIFIED IN THAT CERTAIN AFFILIATE AGREEMENT DATED AS OF __________ __, 1998 BETWEEN THE ISSUER AND THE STOCKHOLDER, A COPY OF WHICH AFFILIATE AGREEMENT MAY BE INSPECTED BY THE HOLDER OF THIS CERTIFICATE AT THE PRINCIPAL OFFICES OF THE ISSUER." After the Expiration Date, Parent agrees to remove the above legend, and replace such legend with the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNEDPLEDGED, HYPOTHECATED EXCHANGED, TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT DISPOSED OF EXCEPT IN ACCORDANCE WITH RESPECT THERETO IS EFFECTIVE UNDER THE REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR OF 1933, AS AMENDED." Parent agrees to remove promptly such stop transfer instructions and legend (2i) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESupon full compliance with this Agreement by the undersigned, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTincluding, THAT SUCH SECURITIES MAY BE PLEDGEDwithout limitation, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder sale or transfer of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (aParent Shares permitted under Section 4(c) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately soldabove, or (bii) such holder provides the Company with if Parent shall have received an opinion of counsel, in formform and substance reasonably satisfactory to Parent, substance and scope customary for opinions or a "no-action letter" obtained by the undersigned from the staff of counsel in comparable transactionsthe Commission, to the effect that a public sale or transfer of such Security may be made without registration the restrictions imposed by Rule 145 under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect Securities Act no longer apply to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteAffiliate.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares Securities have not been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares and may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder Buyer of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder Buyer provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Buyer with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Each certificate (or evidence of book entry) evidencing Shares have been registered under the 1933 Act; or may issued on exercise hereof shall be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend imprinted with legends in substantially the following formforms: “THE SECURITIES SHARES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSAND, EXCEPT AS SET FORTH IN THAT CERTAIN AMENDED AND RESTATED WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO K2 HEALTHVENTURES EQUITY TRUST LLC DATED JANUARY 13, 2025 MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE AND UNTIL REGISTERED UNDER THE SECURITIES SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) OR, IN THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE HOLDER OF COMPANY, SUCH SECURITIESOFFER, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S SALE, PLEDGE OR OTHER TRANSFER AGENT, THAT IS EXEMPT FROM SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The REGISTRATION. Such legend set forth above shall be removed and the Company shall, or shall instruct its transfer agent to, issue a certificate or book entry shares without such legend or any other legend to the holder of any Security upon which it is stampedsuch shares, if, unless otherwise required subject to receipt of such customary representations and covenants of Holder as may reasonably be requested by applicable state securities lawsthe Company or such transfer agent, (ai) if such Security is registered for sale under shares are sold or transferred pursuant to an effective registration statement filed under the 1933 Act covering the resale of such shares by the holder thereof, (ii) if such shares are sold or otherwise may be sold transferred pursuant to an exemption from registration Rule 144 under the Act, (iii) if, upon advice of counsel to the Company, such shares are eligible for resale without any restriction as to restrictions under Rule 144 under the number of securities as of a particular date that can then be immediately soldAct, or (biv) upon the request of such holder provides if such request is accompanied (at such holder’s expense) by a written opinion of counsel reasonably satisfactory to the Company with an opinion that registration is not required under the Act or any applicable state securities laws for the resale of counsel, in form, substance and scope customary for opinions the shares of counsel in comparable transactions, to the effect that a public sale or transfer Common Stock purchased upon exercise of this Warrant. The removal of such Security may be made without restrictive legend from any certificates or book entry shares representing the shares of Common Stock purchased upon exercise of this Warrant is predicated upon the Company’s reliance that the holder of such shares would sell, transfer, assign, pledge, hypothecate or otherwise dispose of such shares pursuant to either the registration under requirements of the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with any applicable prospectus delivery requirements, or an exemption therefrom, and that if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities such shares are sold pursuant to an exemption from registrationa registration statement, such as Rule 144, at the Deadline, it they will be considered an Event sold in compliance with the plan of Default pursuant to Section 3.2 of the Notedistribution set forth therein.

Legends. The Buyer understands that All certificates representing the Note andStock issued in connection with this grant shall, until such time as the Conversion Shares where applicable, have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially endorsed thereon the following formlegends: “THE SECURITIES SHARES REPRESENTED BY THIS INSTRUMENT 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 HIS OR HER PREDECESSOR IN INTEREST. 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 RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION, AND MAY NOT BE SOLD, PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION THEREOF UNDER THE SECURITIES SUCH ACT AND SUCH APPLICABLE STATE OR OTHER JURISDICTION’S SECURITIES LAWSLAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.” This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The legend text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth above shall be removed in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company shall issue regarding this grant of Restricted Stock. Any prior agreements, commitments or negotiations concerning this grant are superseded. You agree, as a certificate without condition of this grant of Restricted Stock, that you will execute such legend document(s) as necessary to become a party to any shareholder agreement or voting trust as the holder Company may require. FOR VALUE RECEIVED, hereby sells, assigns and transfers unto ORBIMAGE Inc., a Delaware corporation (the “Company”), ( )shares of any Security upon which it is stamped, if, unless otherwise required common stock of the Company represented by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under Certificate No. herewith and does hereby irrevocable constitute and appoint Attorney to transfer the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to said stock on the number books of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion full power of counsel, substitution in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted premises. Dated: ,200_ (Pxxxxxxxx’s spouse) indicates by the Company so that execution of this Assignment his or her consent to be bound by the sale terms herein as to his or transfer is effected. The Buyer agrees to sell all Securitiesher interests, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirementswhether as community property or otherwise, if any, in the shares of common stock of the Company. In The undersigned hereby makes an election pursuant to Section 83(b) of the event that the Company does not accept the opinion of counsel provided by the Buyer Internal Revenue Code with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at property described below and supplies the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of following information in accordance with the Note.regulations promulgated thereunder:

Legends. The Buyer understands that the Note andFrom and after a Registration Trigger Date, until such time as the Conversion each certificate representing Warrant Shares have been registered under the 1933 Act; or may shall be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear endorsed with a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNED, HYPOTHECATED PLEDGED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER DISPOSED OF IN THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER ABSENCE OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.” The legend set forth above Notwithstanding the foregoing, as long as (A) the resale or transfer (including without limitation a pledge) of any of the Warrant Shares are registered pursuant to the Second Registration Statement and the Investor delivers a Notice of Subsequent Sale to the Company with respect to such Warrant Shares, (B) such Warrant Shares have been sold pursuant to Rule 144, subject to receipt by the Company of customary documentation reasonably acceptable to the Company in connection therewith, or (C) such Securities are eligible for resale under paragraph (k) of Rule 144 or any successor provision, such Warrant Shares shall be removed and issued without any legend or other restrictive language and, with respect to Warrant Shares upon which such legend is stamped, the Company shall issue a certificate new certificates without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Noterequest.

Legends. The Buyer understands that Investors agree to the Note andimprinting, until so long as is required by this Section, of the following legend (or such time substantially similar legend as is acceptable to the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registrationInvestors and their counsel, the Conversion parties agreeing that any unacceptable legended securities shall be replaced promptly by and at the Company's cost) on each of the Preferred Stock, Underlying Shares may bear a restrictive legend in substantially the following formand Warrant Shares: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”), ") OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND AND, ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL SOLD EXCEPT PURSUANT TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. The Company agrees that it will provide the Investors, upon request, with a certificate or certificates representing the Securities, free from such legend at such time as such legend is no longer required hereunder. The Company may not take any action or make any notation on its records or give instructions to any transfer agent of the Company which enlarge the restrictions of transfer set forth above in this Section. Upon the execution and delivery hereof, the Company is issuing to the transfer agent for its Common Stock (and to any substitute or replacement transfer agent for its Common Stock upon the Company's appointment of any such substitute or replacement transfer agent) instructions in substantially the form of Exhibit F hereto. Such instructions shall be removed and irrevocable by the Company from and after the date hereof or from and after the issuance thereof to any such substitute or replacement transfer agent, as the case may be, except as otherwise expressly provided in the Registration Rights Agreement. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent for the Common Stock from time to time upon transfer of Registrable Securities by the Investors to issue certificates evidencing such Registrable Securities free of the Legend during the following periods and under the following circumstances and except as provided below, without consultation by the transfer agent with the Company or its counsel and without the need for any further advice or instruction or documentation to the transfer agent by or from the Company or its counsel or the Investors: (a) at any time after the Effective Date, upon surrender of one or more certificates evidencing the Warrants, Preferred Stock, Underlying Shares or Warrant Shares that bear the aforementioned Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the aforementioned legend to replace those surrendered; provided that (i) the Registration Statement shall issue then be effective; (ii) the Investor(s) confirms to the transfer agent that it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a certificate without bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investor(s) confirms to the transfer agent that the Investor(s) has complied with the prospectus delivery requirement; or (b) at any time upon any surrender of one or more certificates evidencing Registrable Securities, that bear the aforementioned legend, to the extent accompanied by a notice requesting the issuance of new certificates free of such legend to replace those surrendered and containing representations that (i) the holder Investor(s) is permitted to dispose of such Registrable Securities, without limitation as to amount or manner of sale pursuant to Rule 144(k) under the Securities Act (or any Security upon which it is stampedother similar exemption as may then be in effect), ifor (ii) the Investor(s) has sold, unless pledged or otherwise required by applicable state securities lawstransferred or agreed to sell, (a) pledge or otherwise transfer such Security is registered for sale under Registrable Securities, in a manner other than pursuant to an effective registration statement filed statement, to a transferee who will upon such transfer be entitled to freely tradable securities. The Company shall have counsel provide any and all opinions necessary for the sale under Rule 144 (or such other applicable exemption). Any of the 1933 Act or otherwise notices referred to above in this Section may be sold pursuant to an exemption from registration without any restriction as sent by facsimile to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or Company's transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Noteagent.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S 'S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that (a) Each certificate representing shares of Series A Preferred Stock and the Note and, until Common Stock into which the Warrants are exercisable will bear a legend on the face thereof substantially to the following effect (with such time additions thereto or changes therein as the Conversion Shares have been registered under the 1933 Act; or Company may be sold pursuant advised by counsel are required by law or necessary to an applicable exemption from registrationgive full effect to this Agreement, the Conversion Shares may bear a restrictive legend in substantially the following form: “"Stock Legend"): "THE SECURITIES SHARES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED THEREUNDER AND APPLICABLE STATE SECURITIES LAWS." (b) The Warrant will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the "Warrant Legend"): "THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESAND MAY NOT BE OFFERED, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT TRANSFERRED, PLEDGED OR HYPOTHECATED, NOR WILL ANY ASSIGNEE OR ENDORSEE HEREOF BE RECOGNIZED AS AN EFFECTIVE OWNER OR HOLDER HEREOF BY THE COMPANY FOR ANY PURPOSE IN THE ABSENCE OF REGISTRATION STATEMENT OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND REGULATIONS PROMULGATED THEREUNDER AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall Stock Legend or the Warrant Legend, as the case may be, will be removed and by the Company shall issue a certificate by the delivery of substitute certificates without such legend Legend upon receipt of a legal opinion from counsel reasonably satisfactory to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with is no longer required for purposes of applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notesecurities laws.

Legends. The Buyer understands that (a) Each certificate requesting any of the Note andShares and each Warrant shall be endorsed with the legends set forth below, until and each Purchaser covenants that, except to the extent such time as restrictions are waived by the Conversion Shares have been registered under Company, it shall not transfer the 1933 Act; or may be sold pursuant to an applicable exemption from registration, shares represented by any such certificate without complying with the Conversion Shares may bear a restrictive legend restrictions on transfer described in substantially this Agreement and the following formlegends endorsed on such certificate: “THE SECURITIES SHARES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, 1933 AND MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNED, HYPOTHECATED PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER DISPOSED OF IN THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER ABSENCE OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSCOMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT.” The legend set forth above shall ” (b) After the earlier of (i) the effectiveness of the Registration Statement and receipt by the Company of a Purchaser’s written confirmation that such Securities will not be removed and disposed of except in compliance with the prospectus delivery requirements of the Securities Act or (ii) Rule 144 under the Securities Act becoming available to a Purchaser, the Company shall, upon such Purchaser’s written request, promptly cause certificates evidencing the Purchaser’s Shares or the Warrant to be replaced with certificates, or a Warrant, as the case may be, that do not bear such restrictive legends. When the Company is required to cause unlegended certificates to replace previously issued legended certificates, if unlegended certificates or Warrants are not delivered to a Purchaser within three (3) business days following submission by that Purchaser of legended certificate(s) or Warrants to the Company’s transfer agent together with a representation letter in customary form, the Company shall issue a certificate without such legend be liable to the holder Purchaser for liquidated damages in an amount equal to 1.5% of the aggregate purchase price of the Shares evidenced by such certificate(s) or Warrant for each thirty (30) day period or portion thereof (on a pro rata basis following the first such thirty (30) day period) beyond such three (3) business day period that the unlegended certificates have not been so delivered. The Company’s obligation to issue unlegended certificates or Warrants pursuant to this Section 6.2(b) shall be excused if (i) the SEC promulgates any Security upon which it is stamped, if, unless otherwise required by applicable state securities lawsrule or interpretation expressly prohibiting removal of legends in such circumstances, (aii) the SEC or other regulatory authority instructs the Company or its transfer agent not to remove such Security is registered for sale under an effective registration statement filed under legends or (iii) the 1933 Act or otherwise may be SEC makes it a condition to the effectiveness of the Registration Statement to that the Company continue to keep such legends in place. (c) Notwithstanding the removal of legends as provided in Section 6.2(b), until a Purchaser’s Shares are sold pursuant to an exemption from registration without any restriction as the Registration Statement or Rule 144 becomes available to the number of securities as Purchaser, the Purchaser shall continue to hold such shares in the form of a particular date that can then be immediately sold, definitive stock certificate and shall not hold the shares in street name or (b) such holder provides the Company in book-entry form with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notesecurities depository.

Legends. The Buyer understands It is understood that the Note and, until such time as certificates evidencing the Conversion Shares have been registered under will bear the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following formlegends set forth below: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. 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 MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT RESALE IS IN COMPLIANCE WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . The legend set forth above shall be removed and the Company shall issue by Gilat from any certificate evidencing Shares upon delivery to Gilat of an opinion by counsel, reasonably satisfactory to Gilat, that a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date is at that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, time in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer of Securities will not jeopardize the exemption or exemptions from registration pursuant to an exemption from registration, such as Rule 144, at which Gilat issued the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteShares.

Legends. (i) The Buyer understands that certificates evidencing the Note andFounding Warrants will include the legend set forth below, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following formwhich each Purchaser has read and understands: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY STATE SECURITIES LAWSLAW, AND MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO A PURCHASE AGREEMENT DATED , 2006 WHICH RESTRICTS THE TRANSFER THEREOF UNTIL , A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES. (2ii) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESBy accepting the certificates bearing the aforesaid legend, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTeach Purchaser agrees, THAT SUCH SECURITIES MAY BE PLEDGEDprior to any permitted transfer of the Securities represented by the certificates and subject to the restrictions contained herein, SOLDto give written notice to the Company expressing such Purchaser’s desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend present copies thereof to its counsel and the following provisions shall apply: (1) subject to the holder of any Security upon which it is stampedtransfer restrictions contained elsewhere in this Agreement, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under in the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as reasonable opinion of counsel to the number of securities as of a particular date that can then be immediately soldCompany, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or proposed transfer of such Security Securities may be made effected without registration under the 1933 ActSecurities Act and applicable state securities acts, which the Company shall promptly thereafter notify the transferring Purchaser, whereupon the transferring Purchaser may transfer such Securities, all in accordance with the terms of the notice delivered by the transferring Purchaser and upon such further terms and conditions as shall be required to ensure compliance with the Securities Act and the applicable state securities acts, and, upon surrender of the certificate evidencing such Securities, in exchange therefor, a new certificate not bearing a legend of the character set forth above if such counsel reasonably believes that such legend is no longer required under the Securities Act and the applicable state securities acts; and (2) subject to the transfer restrictions contained elsewhere in this Agreement, if, in the reasonable opinion of counsel to the Company, the proposed transfer of such Securities may not be effected without registration under the Securities Act or the applicable state securities acts, a copy of such opinion shall be accepted by promptly delivered to the transferring Purchaser, and such proposed transfer shall not be made unless such registration is then in effect. (3) The Company so that may, from time to time, make stop transfer notations in its records and deliver stop transfer instructions to its transfer agent to the sale or transfer is effected. The Buyer agrees extent its counsel considers it necessary to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in ensure compliance with the Securities Act and the applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notestate securities acts.

Legends. The Buyer understands that (1) Unless and until removed as provided in the Note andnext paragraph, until such time as the Conversion Shares have been registered under the 1933 Act; this Warrant (and any Warrant or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may Warrants issued in exchange herefor or replacement hereof) and each certificate or recordation evidencing Common Stock issued upon exercise of this Warrant shall bear a restrictive legend in substantially the following form: In the case of this Warrant: “THE SECURITIES REPRESENTED BY TRANSFER OF THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER WARRANT AND THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWSCOMMON STOCK ISSUABLE UPON EXERCISE HEREOF IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN SECTION 10 HEREOF, AND MAY NOT THE HOLDER OF THIS WARRANT BY ACCEPTANCE HEREOF AGREES TO BE PLEDGEDBOUND BY SUCH RESTRICTIONS.” In the case of Common Stock: “THE TRANSFER OF THIS CERTIFICATE AND THE SHARES EVIDENCED HEREBY IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN SECTION 10 OF A COMMON STOCK PURCHASE WARRANT AGREEMENT, SOLDDATED MARCH 10, ASSIGNED2014, HYPOTHECATED AND THE HOLDER OF THIS CERTIFICATE OR OTHERWISE TRANSFERRED UNLESS (1) RECORDATION BY ACCEPTANCE HEREOF AGREES TO BE BOUND BY SUCH RESTRICTIONS. A REGISTRATION STATEMENT COPY OF SUCH WARRANT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR CORPORATE SECRETARY OF THE COMPANY.” The Company may issue such “stop transfer” instructions to its transfer agent with respect to all or any of the Restricted Securities as it deems appropriate to prevent any violation of the provisions of this Section 10 or of the Securities Act. (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a new Warrant or certificate or recordation which does not contain the legend set forth in Section 10B(1) if (i) the shares represented thereby are sold pursuant to a Registration Statement (including a current Prospectus) which has become and is effective under the Securities Act or (ii) the staff of the Commission shall have issued a “no action” letter to the effect that, or counsel acceptable to the Company shall have rendered its opinion (which opinion shall be acceptable to the Company) that, such securities may be sold without registration under the Securities Act. (3) At the time of any exercise of this Warrant, if believed in good faith to be reasonably necessary or appropriate to assure compliance with the requirements of the applicable law, the Company may require, as a condition of allowing such legend to exercise, that the holder of any Security upon which it this Warrant furnish to the Company such information as, in the opinion of the Company, is stamped, if, unless otherwise required by applicable state securities laws, (a) reasonably necessary in order to establish that such Security exercise is registered for sale under an effective made in compliance with the registration statement filed under requirements of the 1933 Securities Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Securities Act, which opinion shall be accepted by including without limitation a written statement that such holder is acquiring the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by security receivable upon such exercise for its own account for investment and not with a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect view to the transfer distribution thereof or with any present intention of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Noteselling any thereof.

Legends. The Buyer Such Shareholder understands that the Note andExchange Shares, until such time as the Conversion Exchange Shares have been registered under the 1933 Securities Act; or , may be sold pursuant to an applicable exemption from registrationRule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Exchange Shares, and any shares of common stock into which the Exchange Shares may be converted, may bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such Exchange Shares): “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE PLEDGEDOFFERED FOR SALE, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS ASSIGNED (1I) A IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE FOR THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF 1933, AS AMENDED, OR (2B) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, (WHICH COUNSEL AND OPINION ARE REASONABLY SHALL BE SELECTED BY THE COMPANY), IN A GENERALLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENTFORM, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSSAID ACT.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security Exchange Shares upon which it is stamped, if, unless otherwise required by applicable state securities lawsLaws, (a) such Security is the Exchange Shares are registered for sale under an effective registration statement filed under the 1933 Securities Act or otherwise may be sold pursuant to an exemption from registration Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security Exchange Shares may be made without registration under the 1933 Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer Each of the Shareholders agrees to sell all SecuritiesExchange Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S 'S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE 2 TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.. f.

Legends. The Buyer understands that the Note andUnless otherwise provided below, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may each certificate ------- representing Registrable Securities will bear a restrictive legend in substantially the following form: “legend (the "Legend"): THE SECURITIES REPRESENTED EVIDENCED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS, AND . NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE PLEDGEDREOFFERED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESTRANSFERRED, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNEDENCUMBERED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. Upon the execution and delivery hereof, the Company is issuing to the transfer agent for its Common Stock (and to any substitute or replacement transfer agent for its Common Stock upon the Company's appointment of any such substitute or replacement transfer agent) instructions in substantially the form of Exhibit J hereto. Such instructions shall be removed and irrevocable by the Company shall from and after the date hereof or from and after the issuance thereof to any such substitute or replacement transfer agent, as the case may be, except as otherwise expressly provided in the Registration Rights Agreement. It is the intent and purpose of such instructions, as provided therein, to require the transfer agent for the Common Stock from time to time upon transfer of Registrable Securities by the Investor to issue a certificate certificates evidencing such Registrable Securities free of the Legend during the following periods and under the following circumstances and without such legend consultation by the transfer agent with the Company or its counsel and without the need for any further advice or instruction or documentation to the holder of any Security upon which it is stamped, if, unless otherwise required transfer agent by applicable state securities laws, or from the Company or its counsel or the Investor: (a) such Security is registered for sale under an effective registration statement filed under at any time after the 1933 Act Effective Date, upon surrender of one or otherwise may be sold pursuant to an exemption from registration without any restriction as to more certificates evidencing Common Stock that bear the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactionsLegend, to the effect extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered, provided that (i) the Registration Statement shall then be effective, (ii) the Investor confirms to the transfer agent that it has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer such Common Stock in a public sale or bona fide transaction to a third party that is not an affiliate of the Company; and (iii) the Investor confirms to the transfer of such Security may be made without registration under agent that the 1933 Act, which opinion Investor has complied with the prospectus delivery requirement. The requirements set forth in subsection 9.1(a)(ii) and 9.1(a)(iii) shall be accepted by only apply in the event the Company so that registers the sale or transfer is effected. The Buyer agrees Common Stock pursuant to sell all Securities, including those represented by a certificate(s) from which Form S-3 registration statement pursuant to the legend has been removed, in compliance with applicable prospectus delivery requirements, if anyRegistration Rights Agreement. In the event that the Company does not accept registers the opinion Common Stock by means of counsel provided by a registration statement other than a Form S-3 registration statement, than only the Buyer with respect condition in subsection 9.1 (a) (i) herein shall apply. (b) at any time upon any surrender of one or more certificates evidencing Registrable Securities that bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing representations that (i) the Investor is permitted to dispose of such Registrable Securities without limitation as to amount or manner of sale pursuant to Rule 144(k) under the Securities Act or (ii) the Investor has sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer of such Registrable Securities in a manner other than pursuant to an exemption from registrationeffective registration statement, to a transferee who will upon such as Rule 144, at the Deadline, it will transfer be considered an Event of Default pursuant entitled to Section 3.2 freely tradeable securities. Any of the Notenotices referred to above in this Section 9.1 may be sent by facsimile to the Company's transfer agent.

Legends. The Buyer understands that certificate, certificates or book-entry entitlements representing the Note and, Subject Shares shall bear the following legends (as well as any other legends required hereunder or by applicable state and federal corporate and securities laws) until such time as the Conversion Shares have been registered under the 1933 Act; such legends are no longer relevant or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “applicable: (a) THE SECURITIES SHARES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR (2) IN CONNECTION WITH, THE ISSUER OF SALE OR DISTRIBUTION THEREOF. NO SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES SALE OR DISTRIBUTION MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND OF 1933 OR APPLICABLE STATE SECURITIES LAWS.” (b) THE SHARES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER A REINVESTMENT AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH REINVESTMENT AGREEMENT. The legend legends set forth above shall be removed and by Acquirer from any certificate or book-entry entitlement evidencing the Company shall issue a certificate without such Subject Shares upon (x) with regard to legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant ), delivery to an exemption from registration without any restriction as to the number Acquirer of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, reasonably satisfactory in formform and substance to Acquirer, substance and scope customary for opinions of counsel in comparable transactions, to the effect that either (i) a public sale or transfer of such Security may be made without registration statement under the 1933 Act, which opinion shall be accepted by the Company so Securities Act is at that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, time in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer effect with respect to the legended security or (ii) such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer of Securities will not jeopardize the exemption or exemptions from registration pursuant to an exemption from registrationwhich Acquirer issued the Merger Shares (provided that for transfers that can be effected under Rule 144 promulgated under the Act, no such as Rule 144opinion shall be required unless requested by Acquirer) and (y) with regard to legend (b), at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 expiration of the NoteReinvestment Period.

Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S 'S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note; provided such opinion complies with the Irrevocable Transfer Agent Instructions (as defined herein).

Legends. The Buyer understands Warrant Shares to be acquired by the 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 in form, substance and scope customary for opinions of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that the Note andshares 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 Conversion Warrant Shares issuable upon exercise of the Warrant have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration 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 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 form, as appropriate: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (bTHE “ACT”), OR ANY STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED UNLESS (1) such holder provides A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (2) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT HAS BEEN RENDERED BY COUNSEL. The legend set forth above shall be removed and the Company with shall issue to the Warrant Holder a new certificate therefor free of any transfer legend if (i) the Company shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security Warrant Shares may be made without registration under the 1933 Act and the shares are so sold or transferred, or (ii) such security is registered for sale under an effective registration statement filed under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Legends. The Buyer understands that (i) Each Purchaser agrees to the Note andimprinting, until such time so long as is required by this Section 2(m), of a legend on any of the Conversion Preferred Shares have been registered under the 1933 Act; or may be sold purchased pursuant to an applicable exemption from registration, this Agreement and the Conversion shares of Common Stock exercisable upon conversion of the Preferred Shares may bear a restrictive legend in substantially the following form: “THE THESE SECURITIES REPRESENTED BY THIS 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 “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL SOLD EXCEPT PURSUANT TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED 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 LAWSLAWS 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 (ii) Certificates evidencing the Preferred Shares purchased pursuant to this Agreement and the shares of Common Stock issuable upon conversion of the Preferred Shares shall not contain any legend (including the legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities lawsin Section 2(m)), (ai) such Security is registered for sale under an effective while a registration statement filed under covering the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer resale of such Security may be made without registration security is effective under the 1933 Act, which opinion shall be accepted or (ii) following any sale of such securities pursuant to Rule 144 (or any successor rule), or (iii) if such securities are eligible for sale under Rule 144(k) (or any successor rule), or (iv) if such legend is not required under applicable requirements of the 1933 Act (including judicial interpretations and pronouncements issued by the Company so that staff of the sale or transfer is effectedCommission). The Buyer Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent if required by such transfer agent to effect the removal of the legend hereunder. The Company agrees to sell all Securitiesthat at such time as such legend is no longer required under this Section 2(m), including those represented it will, no later than three business days following the delivery by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that Purchaser to the Company does not accept the opinion or its transfer agent of counsel provided by the Buyer a certificate representing securities issued with respect a restrictive legend, deliver or cause to the transfer of Securities pursuant be delivered to an exemption such Purchaser a certificate representing such securities that is free from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Noteall restrictive and other legends.

Legends. The Buyer Such Purchaser understands that the Note Securities and, until such time as the Conversion Shares Securities have been registered under the 1933 Act; Securities Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an applicable exemption from registrationRule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may Securities shall bear a the restrictive legend legends in substantially the following form: form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): “THE THESE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSSTATE, AND MAY NOT BE PLEDGEDOFFERED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLDHYPOTHECATED, ASSIGNED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE STATE PROVISIONS OF THE SECURITIES LAWSACT AS WELL AS ANY APPLICABLE SECURITIES LAW OF ANY STATE.” “THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.” The legend legends set forth above shall be removed and the Company shall issue a certificate without such legend legend/s to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, : (ai) such Security is registered for sale under an effective registration statement filed under the 1933 Securities Act or otherwise may be sold pursuant to an exemption from registration Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, sold or (bii) such holder provides the Company with an a reasonable and customary opinion of counsel, in form, substance and scope customary for opinions at the cost of counsel in comparable transactionsthe Company, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer Such Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event .Such Purchaser understands that the Company does not accept the opinion of counsel provided Securities may also bear one or more legends required by the Buyer with respect securities laws of any state to the transfer of extent such laws are applicable to the Securities pursuant to an exemption from registration, such as Rule 144, at represented by the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notecertificate so legended.

Legends. The Buyer Xcelera understands and agrees that all certificate(s) ------- evidencing the Note andInvestor Common Shares (and any securities issued in respect of the Investor Common Shares upon any stock split, until such time stock dividend, merger, reorganization or recapitalization) will be imprinted with a legend that reads substantially as set forth below, together with any other legends that, in the Conversion Shares have been registered under opinion of legal counsel to the 1933 Act; Investor, are required by the Securities Act or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following formby other federal or state securities laws: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR UNDER ANY THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER-ABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. 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 MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT RESALE IS IN COMPLIANCE WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” . The legend set forth above shall be removed and by the Company shall issue Investor from any certificate evidencing Investor Common Shares in connection with a certificate without such legend disposition pursuant to a registration statement under the Securities Act or upon delivery to the holder Investor of any Security upon which it is stampedan opinion by counsel, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as reasonably satisfactory to the number of securities as of a particular date Investor that such security can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, freely transferred in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or transfer of such Security may be made without exemptions from registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees pursuant to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In Investor issued the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteInvestor Common Shares.

Legends. The Buyer Such Purchaser understands that the Note andthat, until such time as the Conversion Shares have been registered under the 1933 Act; or and/or Warrant Shares may be sold pursuant to Rule 144 or an applicable exemption from registrationeffective resale registration statement, any certificates representing the Conversion Shares may and/or Warrant Shares, whether maintained in a book entry system or otherwise, will bear a restrictive legend one or more legends in substantially the following formform and substance: “THE SECURITIES REPRESENTED EVIDENCED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS, AND . NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE PLEDGEDREOFFERED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIESTRANSFERRED, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNEDENCUMBERED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.” In addition, any stock certificates, whether maintained in a book entry system or otherwise, representing the Shares and/or Warrant Shares may contain any legend required by the blue sky laws of any state to the extent such laws are applicable to the sale of such Shares and/or Warrant Shares hereunder. The Company shall use its commercially reasonable efforts to help facilitate the removal of such legend as soon as it is legally permitted to do so under Rule 144, or to facilitate any transfer of the Shares and/or Warrant Shares under Rule 144 that may be requested by Purchasers but shall not be obligated to incur any material, noncustomary costs or expenses in making such efforts other than as set forth above shall be removed and the herein. The Company shall issue a certificate without such legend to the holder of shall, at its sole expense, upon appropriate notice from any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be Purchaser stating that Shares and/or Warrant Shares have been sold pursuant to an exemption from effective registration without any restriction as statement, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Shares and/or Warrant Shares to be delivered to a transferee pursuant to the number registration statement, which certificates or book-entry shares shall be free of securities 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 agrees to authorize the removal of, any legend from such Shares and/or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a particular date that can then be immediately soldlegended certificate representing such Shares and/or Warrant Shares: (i) following any sale of such Shares and/or Warrant Shares pursuant to Rule 144, (ii) if such Shares and/or Warrant Shares are eligible for sale under Rule 144(b)(1), or (biii) such holder provides following the time that the registration statement becomes effective. If a legend removal request is made pursuant to the foregoing, the Company with an opinion will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of counsela legended certificate representing such Shares and/or Warrant Shares (or a request for legend removal, in the case of Shares and/or Warrant Shares issued in book-entry form), substance and scope customary deliver or cause to be delivered to such Purchaser a certificate representing such Shares and/or Warrant Shares that is free from all restrictive legends or an equivalent book-entry position, as requested by the Purchaser. Certificates for opinions of counsel in comparable transactions, Shares and/or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the effect that Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. If a public sale or Purchaser effects a transfer of the Shares and/or Warrant Shares in accordance with this Section 5.11, 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 Security may be made without 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 5.11 is predicated upon the Company’s reliance that such Purchaser will sell any such Shares and/or Warrant Shares pursuant to either the registration under requirements of the 1933 Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with any applicable prospectus delivery requirements, if any. In the event that or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Noteforegoing effect.

Legends. The Buyer understands that the Note Debenture and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive legend in substantially the following form: “"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.” " The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security security upon which it is stamped, if, unless otherwise required by applicable state securities lawslaws or other applicable jurisdiction, (a) such Security security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 2 of the NoteDebenture.

Legends. The Buyer understands (a) Each Investor acknowledges that the Note and, until such time as certificates evidencing the Purchased Shares and the Conversion Shares have been registered under will bear the 1933 Act; or may be sold pursuant legends set forth below, in addition to an applicable exemption from registration, the Conversion Shares may bear a restrictive any legend in substantially the following form: “required by any state securities laws: (i) THE SECURITIES REPRESENTED BY THIS INSTRUMENT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. THESE SECURITIES LAWS, ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.” (ii) THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A STOCK PURCHASE AGREEMENT BETWEEN THE INITIAL HOLDER HEREOF AND THE WMF GROUP, LTD. (b) The legend set forth in SUBSECTION (A)(I) above shall be removed and by the Company shall issue from any certificate evidencing any of the Purchased Shares or Conversion Shares upon effectiveness of a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as with respect to the number of securities as of a particular date that can then be immediately sold, legended security or (b) such holder provides upon delivery to the Company with of an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, reasonably satisfactory to the effect Company, that such 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 of such Security may be made without exemptions from registration under the 1933 Act, pursuant to which opinion shall be accepted by the Company so that issued the sale Purchased Shares or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the NoteConversion Shares.

Legends. The Buyer understands that Each certificate representing the Note and, until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may Series A Preferred Stock shall bear a restrictive legend in substantially containing the following formwords: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE PLEDGEDOFFERED FOR SALE, SOLD, ASSIGNED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED UNLESS DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT OR LAWS.” Each certificate representing shares of Common Stock (1including the Common Shares and any new certificates issued to the Shareholders at or after Closing) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE shall bear a legend containing the following words: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF 1933, AS AMENDED, OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT OR LAWS AND EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A SHAREHOLDERS’ AGREEMENT WITH THE COMPANY, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.” Each certificate representing the Debentures shall bear a legend as provided for in the form of such Debenture attached hereto. The legend set forth requirement that the above legends (as they relate to registration under the Securities Act) be placed upon certificates evidencing any such securities shall cease and terminate upon the earliest of the following events: (i) when such securities are transferred in an underwritten public offering, (ii) when such securities are transferred pursuant to Rule 144 under the Securities Act or (iii) if the holder delivers to Deltek an opinion of its counsel or a “no-action” letter from the Staff of the Securities and Exchange Commission, in either case to the effect that registration under the Securities Act is not required upon any sale or other disposition of such shares. The requirement that the above legends (as they relate to the Shareholders’ Agreement) be removed placed upon certificates evidencing any such securities shall cease and terminate upon the Company shall issue a certificate without termination of the Shareholders’ Agreement. Upon the occurrence of any of the foregoing events, Deltek, upon the surrender of certificates containing such legend legend, shall, at its own expense, deliver to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state such securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the requirement for such legend has been removedshall have terminated, in compliance with applicable prospectus delivery requirements, if any. In one or more new certificates evidencing such securities not bearing the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Notelegend which is no longer applicable.