Common use of Purchase for Own Account Clause in Contracts

Purchase for Own Account. The Purchased Stock to be acquired by the Purchaser pursuant to this Agreement is being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Securities to be acquired by the Purchaser pursuant to this Agreement is being or are being, and the Warrant Shares to be acquired upon exercise of the Warrants will be be, acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such Purchased Stock Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its controlforeign jurisdiction. If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such The Purchaser understands and agrees that it may do so only such Purchased Securities have not been, and the Warrant Shares will not be, registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act; and that the Purchased Securities and the Warrant Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such The Purchaser agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Securities to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "“ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED EXCEPT PURSUANT TO OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND TO THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL EFFECT THAT SUCH REGISTRATION IS NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderREQUIRED.

Purchase for Own Account. The Purchased Stock to be acquired by the Purchaser Purchasers pursuant to this Agreement is being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Company Common Shares to be acquired by the Purchaser Contributing Shareholder pursuant to this Agreement is are being or will be acquired for his or its own account and with no intention of distributing or reselling such Purchased Stock Company Common Shares or any part thereof in any transaction that would be in violation xxxxx tion of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of such Purchased Stock Company Common Shares under an effective registration registra tion statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaserthe Contributing Shareholder's property being at all times within its control. If such Purchaser the Contributing Shareholder should in the future decide to dispose of any of such Purchased StockCompany Common Shares, such Purchaser the Contributing Shareholder understands and agrees that he or it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser The Contributing Shareholder agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Company Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Subject Shares and the Warrants to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Subject Shares or Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Subject Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockSubject Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, imprinting at Closing and for so long as required by law, of a legend on certificates representing all of its Purchased Stock and Subject Shares, shares of Common Stock issuable upon conversion of its Subject Shares and the Purchased Stock Warrant Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Notes to be acquired by the Purchaser such Stockholder pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Notes or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser Stockholder at all times to sell or otherwise dispose of all or any part of such Purchased Stock Notes under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such PurchaserStockholder's property being at all times within its control. If such Purchaser Stockholder should in the future decide to dispose of any of such Purchased StockNotes, such Purchaser Stockholder understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser Stockholder agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock Notes and shares of Common Stock issuable upon conversion of the Purchased Stock its Notes to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY MAY BE ENTITLED TO THE TERMS BENEFITS OF A REGISTRATION RIGHTS AGREEMENT AMONG GT INTERACTIVE SOFTWARE CORP. AND THE ORIGINAL PURCHASERS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICENOTES REPRESENTED HEREBY. THE COMPANY WILL NOT REGISTER THE TRANSFER TRANSFEREES OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderSHOULD REVIEW SUCH AGREEMENT TO DETERMINE THEIR RIGHTS.

Purchase for Own Account. The Purchased Stock Shares and, in the case of Beacon, the Beacon Warrant to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or, in the case of Beacon, the Beacon Warrant or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares or, in the case of Beacon, the Beacon Warrant under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares or, in the case of Beacon, the Beacon Warrant, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares or, in the case of Beacon, the Beacon Warrant and shares of Common Stock issuable upon conversion of its Purchased Shares or, in the Purchased Stock case of Beacon, exercise of the Beacon Warrant to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Note and the Warrants (including, for purposes of this Section 6.5, the shares of Common Stock issuable upon exercise of the Warrants) to be acquired by the Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased the Note and the Warrants and any shares of Common Stock under an effective registration statement under issuable upon exercise of the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its controlWarrants. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockthe Note or the Warrants, such the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Warrants to the following effect: THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ISSUABLE UPON EXERCISE HEREOF HAVE BEEN TAKEN FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT SECURITIES ACT"), OR THE ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF ACT OR SUCH STATE SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderLAWS.

Purchase for Own Account. The Purchased Stock Shares to be acquired ------------------------ by the such Purchaser pursuant to this Agreement is and the shares of Common Stock issuable upon conversion of the Purchased Shares are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such Purchased Shares, such shares of Common Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofor foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or such shares of Common Stock under an effective registration statement under the Securities ActAct and under the applicable state or foreign securities laws, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Shares or such shares of Common Stock, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OF AMERICASTATES. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFOCTOBER 24, 1997, AMONG THE COMPANY PRIME RESPONSE GROUP INC. AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THEREIN AS AMENDED BY AMENDMENT NO. 1 THERETO (THE COMPANY'S PRINCIPAL OFFICE"STOCKHOLDERS AGREEMENT"). THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderTHE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Stock Exchange Shares to be acquired by the Purchaser Contributing Shareholder pursuant to this Agreement is are being or will be acquired for his or its own account and with no intention of distributing or reselling such Purchased Stock Exchange Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of such Purchased Stock Exchange Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaserthe Contributing Shareholder's property being at all times within its control. If such Purchaser the Contributing Shareholder should in the future decide to dispose of any of such Purchased StockExchange Shares, such Purchaser the Contributing Shareholder understands and agrees that he or it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser The Contributing Shareholder agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Exchange Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares and the Warrants ------------------------ to be acquired by the such Purchaser pursuant to this Agreement is and the shares of Common Stock issuable upon conversion of the Purchased Shares and its Warrant Shares are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such Purchased Stock Shares, such shares of Common Stock, such Warrants, such Warrant Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofor foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares, such shares of Common Stock, such Warrants or such Warrant Shares under an effective registration statement under the Securities ActAct and under the applicable state or foreign securities laws, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such shares of Common Stock, such Warrants or such Warrant Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock and Shares, shares of Common Stock issuable upon conversion of the its Purchased Stock Shares and its Warrant Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OF AMERICASTATES. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFOCTOBER 24, 1997, AMONG THE COMPANY PRIME RESPONSE GROUP INC. AND THE STOCKHOLDERS NAMED THEREINTHEREIN AS AMENDED BY EACH OF AMENDMENT XX. 0, A COPY OF WHICH MAY BE INSPECTED AT XXXXXXXXX XX. 0 AND AMENDMENT NO. 3 THERETO (THE COMPANY'S PRINCIPAL OFFICE"STOCKHOLDERS AGREEMENT"). THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderTHE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION REGIS TRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY MAY BE ENTITLED TO THE TERMS BENEFITS OF A REGISTRATION RIGHTS AGREEMENT AMONG GT INTERACTIVE SOFTWARE CORP. AND THE ORIGINAL PURCHASERS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICEPREFERRED STOCK REPRESENTED HEREBY. THE COMPANY WILL NOT REGISTER THE TRANSFER TRANSFEREES OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderSHOULD REVIEW SUCH AGREEMENT TO DETERMINE THEIR RIGHTS.

Purchase for Own Account. The Purchased Preferred Shares, and the shares of Common Stock to be acquired by issued upon conversion of the Purchaser pursuant to this Agreement is Preferred Shares, are being or will be acquired by such Purchaser for its such Purchaser's own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its such Purchaser's control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Purchaser understands and agrees that it such Purchaser may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and the Preferred Shares or the shares of Common Stock issuable to be issued upon conversion of the Purchased Stock Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE TERMS OF THE INVESTOR RIGHTS SHAREHOLDERS' AGREEMENT, DATED AS OF THE DATE HEREOFMAY 28, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN1998, AS AMENDED. A COPY OF WHICH SUCH AGREEMENT MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. OBTAINED FROM THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an UPON REQUEST."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Company Common Shares to be acquired by the Purchaser Contributing Shareholder pursuant to this Agreement is are being or will be acquired for its his own account and with no intention of distributing or reselling such Purchased Stock Company Common Shares or any part thereof in any transaction that would be in violation xxxxx tion of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of such Purchased Stock Company Common Shares under an effective registration registra tion statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaserthe Contributing Shareholder's property being at all times within its control. If such Purchaser the Contributing Shareholder should in the future decide to dispose of any of such Purchased StockCompany Common Shares, such Purchaser the Contributing Shareholder understands and agrees that it he may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser The Contributing Shareholder agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Company Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Shares (including, for purposes of this Section 4(d), the shares of Common Stock into which the Shares may be converted) to be acquired by the Purchaser pursuant to this Agreement is are being or will be acquired by Purchaser for its his own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stocksecurities, such Purchaser understands and agrees that it he may do so only in compliance with the Securities Act Act, the Securities Exchange Act, and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Such If Purchaser should decide to dispose of any of such securities, Purchaser will have the obligation in connection with such disposition, at Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of such securities would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of such securities that it accept, such opinion. Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock such securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares and Warrants to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its such Purchaser's own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Shares or Warrants, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Such Each Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock the Shares and Common Stock issuable upon conversion of the Purchased Stock Warrants to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Notes and the Issuable Shares or Common Shares to be acquired by the Purchaser pursuant to this Agreement is such Lender, respectively, are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Notes, Issuable Shares or Common Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser Lender at all times to sell or otherwise dispose of all or any part of such Purchased Stock Notes, Issuable Shares or Common Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such PurchaserLender's property being at all times within its control. If such Purchaser Lender should in the future decide to dispose of any of such Purchased StockNotes, Issuable Shares or Common Shares, such Purchaser Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser Lender agrees to the imprinting, imprinting for so long as required by law, of a legend on certificates representing all of its Purchased Stock Notes, Issuable Shares or Common Shares and shares of Common Stock issuable upon conversion of the Purchased Stock its Issuable Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares and the Warrants ------------------------ to be acquired by the such Purchaser pursuant to this Agreement is Agreement, the shares of Common Stock issuable upon conversion of the Purchased Shares and the Warrant Shares are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such Purchased Stock Shares, such shares of Common Stock, such Warrants, such Warrant Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofor foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares, such shares of Common Stock, such Warrants or such Warrant Shares under an effective registration statement under the Securities ActAct and under the applicable state or foreign securities laws, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such shares of Common Stock, such Warrants or such Warrant Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock and Shares, shares of Common Stock issuable upon conversion of the its Purchased Stock Shares and Warrant Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OF AMERICASTATES. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFOCTOBER 24, 1997, AMONG THE COMPANY PRIME RESPONSE GROUP INC. AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THEREIN AS AMENDED BY AMENDMENT NO. 1 THERETO AND AS AMENDED BY AMENDMENT NO. 2 THERETO (THE COMPANY'S PRINCIPAL OFFICE"STOCKHOLDERS AGREEMENT"). THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderTHE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its controlforeign jurisdiction. If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Such Purchaser understands and agrees that it may do so only such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED EXCEPT PURSUANT TO OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSIS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, SUBJECT TO RESTRICTIONS UPON TRANSFER PURSUANT TO A STOCK PURCHASE AGREEMENT DATED AS OF THE DATE HEREOFDECEMBER 5, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN2003, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF WHICH THE STOCK PURCHASE AGREEMENT MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. OBTAINED FROM THE COMPANY WILL NOT REGISTER WITHOUT CHARGE UPON THE TRANSFER OF SUCH SECURITIES ON THE BOOKS WRITTEN REQUEST OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderHOLDER HEREOF.

Purchase for Own Account. The Purchased Stock Note to be acquired by the Purchaser Fund pursuant to this Agreement is being or will be acquired for its the Fund's own account for investment purposes and with no intention of distributing or reselling such Purchased Stock or view toward any part "distribution" thereof in any transaction that would be in violation within the meaning of the securities laws of the United States of America, or any state thereofSecurities Act, without prejudice, however, to the rights of such Purchaser the Fund at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Note under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaserthe Fund's property being at all times within its their control. If such Purchaser the Fund should in the future decide to dispose of any of such Purchased Stockthe Note, such Purchaser the Fund understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser If the Fund should decide to dispose of the Note, the Fund, if requested by the Company, will have the obligation in connection with such disposition, at the Fund's expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Note would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any such securities that it accept, such opinion. The Fund agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Note to the following effect: THE SECURITIES REPRESENTED BY "THIS CERTIFICATE HAVE NOTE HAS NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND SUCH LAWS. NEITHER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR OTHER DISPOSITION (EACH A STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THIS NOTE."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Notes, the Warrants and the Warrant Shares or Common Shares to be acquired by the Purchaser pursuant to this Agreement is such Investor, respectively, are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Notes, Warrants, Warrant Shares or Common Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser Investor at all times to sell or otherwise dispose of all or any part of such Purchased Stock Notes, Warrants, Warrant Shares and Common Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such PurchaserInvestor's property being at all times within its control. If such Purchaser Investor should in the future decide to dispose of any of such Purchased StockNotes, Warrants, Warrant Shares or Common Shares, such Purchaser Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser Investor agrees to the imprinting, imprinting for so long as required by law, of a legend on certificates representing all of its Purchased Stock Notes, Warrants, Warrant Shares and Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares to be acquired ------------------------ by the such Purchaser pursuant to this Agreement is and the shares of Common Stock issuable upon conversion of the Purchased Shares are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such Purchased Shares, such shares of Common Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofor foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares or such shares of Common Stock under an effective registration statement under the Securities ActAct and under the applicable state securities laws, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Shares or such shares of Common Stock, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares as required by any applicable state securities laws and to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OF AMERICASTATES. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENTSTOCKHOLDERS AGREEMENT AMONG PRIME RESPONSE GROUP INC., DATED AS OF THE DATE HEREOFGENERAL ATLANTIC PARTNERS 42, AMONG THE COMPANY L.P., GAP COINVESTMENT PARTNERS, L.P. AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderTHE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Preferred Shares, and the shares of Common Stock to be acquired by issued upon conversion of the Purchaser pursuant to this Agreement is Preferred Shares, are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and the Preferred Shares or the shares of Common Stock issuable to be issued upon conversion of the Purchased Stock Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE TERMS OF THE INVESTOR RIGHTS SHAREHOLDERS' AGREEMENT, DATED AS OF THE DATE HEREOFMAY 28, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, 1998. A COPY OF WHICH SUCH AGREEMENT MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. OBTAINED FROM THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an UPON REQUEST."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock to Note and the Conversion Shares are being or will be acquired by the Purchaser pursuant to this Agreement is being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such the Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of the Note or any of such Purchased Stockthe Conversion Shares, such the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing the Note and all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Conversion Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, . AS AMENDED (THE "ACT "), AMENDED. OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF THE DATE HEREOFMAY 28, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, 1998. A COPY OF WHICH SUCH AGREEMENT MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an OBTAINED FROM USi UPON REQUEST"accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such the Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockthe Securities, such the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE LAWS OR OTHER DISPOSITION (EACH PURSUANT TO A "TRANSFER") AND VOTING WRITTEN OPINION OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.COUNSEL

Purchase for Own Account. The Purchased Stock Company Common Shares to be acquired by the Purchaser Contributing Shareholder pursuant to this Agreement is are being or will be acquired for his or its own account and with no intention of distributing or reselling such Purchased Stock Company Common Shares or any part thereof in any transaction that would be in violation xxxxx tion of the securities laws of the United States of America, or any state thereofstate, without prejudicepre xxxxxx, however, to the rights of such Purchaser the Contributing Shareholder at all times to sell or otherwise dispose of all or any part of such Purchased Stock Company Common Shares under an effective registration statement under the Securities Act, or under an exemption from such registration regis tration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaserthe Contributing Shareholder's property being at all times within its control. If such Purchaser the Contributing Shareholder should in the future decide to dispose of any of such Purchased StockCompany Common Shares, such Purchaser the Contributing Shareholder understands and agrees that he or it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser The Contributing Shareholder agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Company Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Preferred Shares and the Warrants ------------------------ (including, for purposes of this Sections 6.5, 6.6 and 6.8 hereof, the Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants) to be acquired by the Purchaser acquiring such Preferred Shares and Warrants pursuant to this Agreement is are being or will be acquired for its such Purchaser's own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Preferred Shares and the Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser the Purchasers should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares or the Warrants, such each Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop- transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Such Purchaser agrees The Purchasers agree to the imprintingimprint ing, so long as required by law, of a legend on certificates representing all of its Purchased Stock the Preferred Shares and Common Stock issuable upon conversion of the Purchased Stock Warrants to the following effect: NEITHER THE [WARRANTS] [SHARES] REPRESENTED HEREBY NOR THE SECURITIES REPRESENTED BY THIS CERTIFICATE ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE [WARRANTS] [SHARES] REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN AND WILL BE SOLD IN RELIANCE UPON EXEMPTIONS THEREUNDER. THE SALE OR OTHER DISPOSITION OF THE UNITED STATES OF AMERICA. [WARRANTS] [SHARES] REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF IS RESTRICTED IN ACCORDANCE WITH THAT ACT AND THOSE LAWS, MAY NOT ONLY BE TRANSFERRED EXCEPT MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION AND, IN THE REGISTRATION REQUIREMENTS EVENT OF SUCH ACT AN UNREGISTERED SALE OR OTHER DISPOSITION, IS PROHIBITED UNLESS THE ISSUER HEREOF RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT AND ITS COUNSEL THAT SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE SALE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY CAN BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderWITHOUT REGISTRATION UNDER THAT ACT OR THOSE LAWS.

Purchase for Own Account. The Purchased Stock Preferred Shares and the Additional Shares (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and the Additional Shares) to be acquired by the Purchaser it pursuant to this Agreement is are being or will be acquired for its own account for investment purposes and with no intention of distributing or reselling such Purchased Stock or view toward any part “distribution” thereof in any transaction that would be in violation within the meaning of the securities laws of the United States of America, or any state thereofSecurities Act, without prejudice, however, to the its rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Preferred Shares or the Additional Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's its property being at all times within its control. If such Purchaser it should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares, such Purchaser the Additional Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares and the Additional Shares, it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the such shares. Such Purchaser If it should decide to dispose of the Preferred Shares or the Additional Shares, other than, in the case of the Investor, pursuant to the provisions of the Fund Registration Rights Agreement, it, if requested by the Company, will have the obligation in connection with such disposition, at its expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or the Additional Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any such securities that it accept, such opinion. It agrees to the imprinting, so long as required by applicable law, rule or regulation, of a legend on certificates representing all of its Purchased Stock the Preferred Shares, Additional Shares and the shares of Common Stock issuable upon issued on conversion of the Purchased Stock thereof to the following effect: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT "), “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.”

Purchase for Own Account. The Purchased Preferred Shares (including, for ------------------------ purposes of this Section 6.5, any Class A Common Stock issuable upon conversion of the Preferred Shares or upon exercise of the Warrants) to be acquired by the Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such the Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such Purchased StockPreferred Shares, such the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such If the Purchaser should decide to dispose of any Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement, the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock the Preferred Shares and the shares of Common Stock issuable issued on conversion thereof or upon conversion exercise of the Purchased Stock Warrants substantially to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchaser: (a) intends to acquire the Crossover Preferred Shares (and/or any shares issued upon conversion thereof, collectively, the “Purchased Stock to be acquired by the Purchaser pursuant to this Agreement is being or will be acquired Securities”) for his/her/its own account and that the Purchased Securities to be purchased by such Purchaser will be acquired by him/her/it for investment for the Purchaser’s own account and not with no intention of distributing or reselling such Purchased Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof, without prejudice, however, a view to the rights distribution or resale thereof; (b) is an “accredited investor” within the meaning of such Purchaser at all times to sell or otherwise dispose Rule 501 of all or any part Regulation D promulgated under the Securities Act of such Purchased Stock under an effective registration statement 1933 as amended (the “Securities Act”); (c) acknowledges and agrees that the Crossover Preferred Shares have not been, and will not be, registered under the Securities Act, nor registered pursuant to the provisions of the securities laws or other laws of any other applicable jurisdictions; and (d) acknowledges and agrees that the Crossover Preferred Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Crossover Preferred Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration available under the Securities Actand qualification requirements is available, and subjectthe Purchaser further acknowledges that, neverthelessexcept as contemplated by the registration rights agreement, the Company has no obligation to register or qualify the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in Crossover Preferred A Shares for resale and that the future decide Company has no intention and is under no obligation to dispose of any of such Purchased Stock, such Purchaser understands and agrees that it may do so only in compliance comply with the Securities Act and applicable state securities lawsrequirements for any exemption that might otherwise be available, as then in effect. Such or to provide the Purchaser agrees with any information necessary to enable the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion Purchaser to make routine sales of the Purchased Stock to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 Crossover Preferred Shares under Rule 144 or any other rule of the Securities Act SEC. Without derogating from Section 6.6, the Company may place legends on any share certificate representing the Crossover Preferred Shares with the securities laws and Rule 215 thereunder contractual restrictions thereon and in Rule 501(a) of Regulation D thereunderissue related stop transfer instructions.

Purchase for Own Account. The Purchased Stock Notes to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Notes or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Notes under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockNotes, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Notes and shares of Common Stock issuable upon conversion of the its Purchased Stock Notes, respectively, to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE LAWS OR OTHER DISPOSITION (EACH PURSUANT TO A "TRANSFER") AND VOTING WRITTEN OPINION OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG COUNSEL FOR THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL THAT SUCH REGISTRATION IS NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderREQUIRED.

Purchase for Own Account. The Purchased Stock Purchasers acknowledge that the Company intends to rely on the provisions of Regulation D under the Securities Act and file a notice on Form D with the Commission and similar notices with applicable state securities authorities in connection with the initial issuance and sale of the Senior Subordinated Notes, the Warrants, the Warrant Shares and the Shares. The Senior Subordinated Notes, the Warrants (including, for purposes of this Section 6.5, the Warrant Shares) and the Shares to be acquired acquired, as applicable, by the each Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Senior Subordinated Notes, the Warrants, the Warrant Shares and the Shares, as the case may be, under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, or registration or an exemption from registration pursuant to any applicable state securities laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Senior Subordinated Notes, the Warrants, the Warrant Shares or the Shares such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. If such Purchaser should decide to dispose of such securities (other than pursuant to its registration rights under the Registration Rights Agreement), the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at such Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of such securities would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for such securities that it accept, such opinion. Such Purchaser agrees to the imprinting, so long as as, in the reasonable opinion of the Company and its counsel (but only in the event a legal opinion of the type specified in the preceding sentence has not been delivered to the Company by such Purchaser), required by law, law of a legend on certificates representing all of its Purchased Stock the Senior Subordinated Notes, the Warrants, the Shares and Common Stock issuable upon conversion of the Purchased Stock Warrant Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. NEITHER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR OTHER DISPOSITION (EACH A STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock First Shares to be acquired by the ------------------------- such Initial Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock First Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Initial Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock First Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Initial Purchaser's property being at all times within its control. If such Initial Purchaser should in the future decide to dispose of any of such Purchased Stockthe First Shares, such Initial Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Initial Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock First Shares substantially to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ACT."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock WSDF Note and/or the Shares to be ------------------------ acquired by the Purchaser it pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock security or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser its right at all times to sell or otherwise dispose of all or any part of such Purchased Stock the WSDF Note or the Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's its property being at all times within its control. If such Purchaser it should in the future decide to dispose of all or any portion of such Purchased Stockthe WSDF Note or the Shares, such Purchaser it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock the WSDF Note and Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFNOVEMBER 30, 2001, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the Purchaser it pursuant to this Agreement is are being or will be acquired for its own account or for the account of its Affiliates and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser its right at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's its property being at all times within its control. If such Purchaser the Subscriber should in the future decide to dispose of any of such Purchased Stockthe Shares, such Purchaser the Subscriber understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: “THE SECURITIES REPRESENTED SHARE EVIDENCED BY THIS CERTIFICATE HAVE HAS NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE COVERING SUCH SECURITIES LAWS UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL OR PURSUANT OTHER EVIDENCE REASONABLY SATISFACTORY TO AN APPLICABLE EXEMPTION THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND SUCH LAWS. OR THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN SALE IS MADE IN COMPLIANCE ACCORDANCE WITH RULE 144 UNDER THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderACT.”

Purchase for Own Account. The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and shares of Voting Common Stock issuable upon conversion of the its Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFJUNE 29, 2000, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock to be acquired by the Purchaser pursuant to this Agreement Consideration is being or will be acquired for its each Target's own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the Securities Act of 1933, as amended (the "Securities Act") or the securities laws law of any state. Each Target understands that the United States of AmericaStock Consideration has not been registered under the Securities Act and may not be sold, or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell transferred or otherwise dispose disposed of all or other than in compliance with federal and state securities laws, including any part applicable exemption thereto. Each Target agrees not to make any disposition of such Purchased any Stock under Consideration unless and until there is an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then laws with respect to such Stock Consideration or such Target shall have provided MiniMed a written opinion of counsel in effectform and substance reasonably satisfactory to MiniMed that an exemption from such registration is available under the Securities Act and such state securities law. Such Purchaser Each Target agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Stock and Common Stock issuable upon conversion of the Purchased Stock Consideration to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor." as defined in Section 2(a)15 Each Target acknowledges that any transfer or other disposition of the Securities Act Stock Consideration in contravention of this Section 2.29 shall be null and Rule 215 thereunder void and in Rule 501(aMiniMed shall not be required (a) to transfer on its books any such Stock Consideration or (b) to treat as the owner of Regulation D thereunder.such Stock Consideration or otherwise to

Purchase for Own Account. The Purchased Stock Preferred Shares and the Warrants (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and exercise of the Warrants) to be acquired by each of the Purchaser Investors pursuant to this Agreement is are being or will be acquired for its own account for investment purposes and with no intention of distributing or reselling such Purchased Stock or view toward any part "distribution" thereof in any transaction that would be in violation within the meaning of the securities laws of the United States of America, or any state thereofSecurities Act, without prejudice, however, to the rights of such Purchaser Investors at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Preferred Shares or the Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, or pursuant to Article 10 hereof, and subject, nevertheless, to the disposition of such Purchaser's the Investors' property being at all times within its their control. If such Purchaser any of the Investors should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares, Warrants, the shares of Common Stock issuable upon conversion of the Preferred Shares or the Warrant Shares, such Purchaser Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Preferred Shares. Such Purchaser agrees If any of the Investors should decide to dispose of the Preferred Shares or Warrants, other than pursuant to the provisions of the Registration Rights Agreement or Article 10 hereof, such Investor, if requested by the Company, will have the obligation in connection with such disposition, at the Investors's expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or Warrants would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any such securities that it accept, such opinion. The Investors agree to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock the Preferred Shares and the shares of Common Stock issuable upon issued on conversion of the Purchased Stock thereof to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT SECURITIES ACT"), ) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS." The Investors agree to the imprinting, so long as required by law, of a legend on the Warrants and the Warrant Shares to the following effect: "THE WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE SECURITIES LAW. THE WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNMENTTRANSFERRED, HYPOTHECATIONPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNLESS SOLD, PLEDGETRANSFERRED, ENCUMBRANCE PLEDGED OR OTHER DISPOSITION (EACH HYPOTHECATED IN A "TRANSFER") AND VOTING OF ANY OF TRANSACTION THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an ACT."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Bonds to be acquired by the Purchaser Purchasers pursuant to this Agreement is are being or will be acquired for its their own account and with no intention of distributing or reselling such Purchased Stock said Bonds or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof, without prejudice, however, to the rights of such Purchaser Purchasers at all times to sell or otherwise dispose of all or any part of such Purchased Stock said Bonds under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, Act and subject, nevertheless, to the disposition of such Purchaser's the Purchasers' property being at all times within its their control. If such Purchaser the Purchasers should in the future decide to dispose of any of such Purchased Stockthe Bonds, such Purchaser understands Purchasers understand and agrees agree that it they may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop- transfer instructions to that effect, where applicable, will be in effect with respect to the Bonds. Such Purchaser agrees The Purchasers agree to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion the principal amount of the Purchased Stock Bonds to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an APPLICABLE STATE SECURITIES LAWS."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Series B Preferred Stock and the ------------------------ Common Stock to be acquired by issued upon conversion of the Purchaser pursuant to this Agreement is Series B Preferred Stock, are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased the Series B Preferred Stock or the shares of Common Stock issuable upon conversion of the Series B Preferred Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control, except as restricted by the Shareholders' Agreement. If such Purchaser should in the future decide to dispose of any of such Purchased the Series B Preferred Stock or the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Series B Preferred Stock and or the shares of Common Stock issuable to be issued upon conversion of the Purchased Series B Preferred Stock to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING SHARES OF ANY OF THE SECURITIES STOCK REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, SUBJECT TO A SHAREHOLDERS AGREEMENT DATED AS OF THE DATE HEREOFJANUARY 21, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN1997, A COPY OF WHICH AS MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL AMENDED FROM TIME TO TIME, AND SAID SHARES MAY NOT REGISTER THE TRANSFER BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE EXCEPT IN COMPLIANCE ACCORDANCE WITH THE TERMS OF THE INVESTOR RIGHTS SUCH AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an SUCH AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY AND A COPY THEREOF WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE SHAREHOLDER."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Senior Subordinated Note and the Warrants (including, for purposes of this Section 6.5, the Common Stock issuable upon exercise of the Warrants) to be acquired by the Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Senior Subordinated Note and the Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such the Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockthe Senior Subordinated Note or Warrants, such the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Such If the Purchaser should decide to dispose of such securities (other than pursuant to its registration rights under the Registration Rights Agreement), the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of such securities would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for such securities that it accept, such opinion. The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Warrants to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND SUCH LAWS. NEITHER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR OTHER DISPOSITION (EACH A STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Series D Preferred Stock and the Common Stock to be acquired by issued upon conversion of the Purchaser pursuant to this Agreement is Series D Preferred Stock, are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effectstate. Such Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased the Series D Preferred Stock and or the shares of Common Stock issuable to be issued upon conversion of the Purchased Series D Preferred Stock to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. ." "THE SALE, ASSIGNMENTTRANSFER OR ENCUMBRANCE OF THIS CERTIFICATE IS SUBJECT TO AN AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED AS OF SEPTEMBER __, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") 2001 BETWEEN THE CORPORATION AND VOTING CERTAIN HOLDERS OF ANY SHARES OF THE SECURITIES REPRESENTED CAPITAL STOCK OF THE CORPORATION. A COPY OF THIS AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION AND MAY BE OBTAINED FROM THE COMPANY UPON REQUEST. THE AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN OBLIGATIONS TO SELL AND TO PURCHASE THE SHARES EVIDENCED BY THIS CERTIFICATE, FOR A DESIGNATED PURCHASE PRICE. BY ACCEPTING THE SHARES EVIDENCED BY THIS CERTIFICATE ARE RESTRICTED THE HOLDER AGREES TO BE BOUND BY THE TERMS OF THE INVESTOR RIGHTS SAID AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an ."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares and, in the case of Beacon, the Beacon Warrant to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or, in the case of Beacon, the Beacon Warrant or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares or, in the case of Beacon, the Beacon Warrant under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's ’s property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares or, in the case of Beacon, the Beacon Warrant, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares or, in the case of Beacon, the Beacon Warrant and shares of Common Stock issuable upon conversion of its Purchased Shares or, in the Purchased Stock case of Beacon, exercise of the Beacon Warrant to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "“ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. (a) The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account for investment only, and not with no intention a view to, or for sale in connection with, any distribution of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its controlforeign jurisdiction. If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Such Purchaser understands and agrees that it may do so only such Purchased Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED EXCEPT PURSUANT TO OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND TO THE STOCKHOLDERS NAMED THEREINEFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. (b) Certificates evidencing the Purchased Shares and the Underlying Common Shares shall not contain any legend (including the legend set forth in this Section 4.5), A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE(a) while a registration statement covering the resale of such security is effective under the Securities Act, (b) following any sale of such Purchased Shares or Underlying Common Shares pursuant to Rule 144, (c) if such Purchased Shares or Underlying Common Shares are eligible for sale under Rule 144 and the holder of the Purchased Shares delivers to the Company a certificate stating that such holder is not an Affiliate of the Company or (d) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENTThe Company agrees that following the effective date of registration statement covering the resale of the Underlying Common Shares or at such time as such legend is no longer required under this Section 4.5, it will, no later than one trading day following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing Purchased Shares or Underlying Common Shares issued with a restrictive legend (such date, the "LEGEND REMOVAL DATE"), deliver or cause to be delivered to such Purchaser a certificate representing such Purchased Shares or Underlying Common Shares that is free from all restrictive and other legends. 4.6 Accredited InvestorThe 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. Such The Company shall request its counsel to issue a legal opinion to the Company's transfer agent if required by the Company's transfer agent to effect the removal of the legend in accordance herewith. (c) In addition to any other rights available to such Purchaser, if the Company fails to cause its transfer agent to transmit to the Purchaser a certificate or certificates free of restrictive legends by the Legend Removal Date, and if after such date the Purchaser is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of Purchased Shares or Underlying Common Shares (a "BUY-IN"), then the Company shall pay in cash to the Purchaser the amount by which (x) the Purchaser's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Underlying Common Shares that the Company was required to deliver to the Purchaser free of legends, times (B) the price at which the sell order giving rise to such purchase obligation was executed. The Purchaser shall provide the Company written notice indicating the amounts payable to the Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Purchaser's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates free from restrictive legends as required pursuant to the terms hereof. (d) The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Purchased Shares or Underlying Common Shares of such Purchaser to a financial institution that is an "accredited investor" as defined in Section 2(a)15 Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Purchased Shares or Underlying Common Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Purchased Shares or Underlying Common Shares may reasonably request in connection with a pledge or transfer of the Purchased Shares or Underlying Common Shares, including, if the Purchased Shares or Underlying Common Shares are subject to registration pursuant to this Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act and Rule 215 thereunder and in Rule 501(a) to appropriately amend the list of Regulation D selling stockholders thereunder.

Purchase for Own Account. The Purchased Stock Securities to be acquired by the Purchaser it pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser its right at all times to sell or otherwise dispose of all or any part of such Purchased Stock its Notes or Warrants, under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to (i) the pledge by WMF of the Securities pursuant to the terms of the partnership agreement or other agreement of WMF pursuant to which WMF issued any indebtedness and (ii) the disposition of such Purchaser's its property being at all times within its control. If such a Purchaser should in the future decide to dispose of any of such Purchased Stockthe Securities, such each Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased shares of Common Stock of Buyer, if any, to be acquired by Seller as part of the Purchaser Purchase Price pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser Seller at all times to sell or otherwise dispose of all or any part of such Purchased Stock securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act of 1933, as amended (the "Securities Act"), and subject, nevertheless, to the disposition of such PurchaserSeller's property being at all times within its control. If such Purchaser Seller should in the future decide to dispose of any of such Purchased shares of Common Stock, such Purchaser Seller understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser Seller agrees to the imprinting, so long as required by law, law of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock such shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH LAWS SUPPORTED BY A "TRANSFER") AND VOTING WRITTEN OPINION OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICETHAT SUCH REGISTRATION IS NOT REQUIRED. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser Seller understands that any shares of Common Stock of Buyer issued to it will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement is an "accredited investor" as defined in exempt pursuant to Section 2(a)15 4(2) of the Securities Act and that the reliance of Buyer on such exemption is predicated in part on the representations of Seller set forth herein. Seller represents that it is experienced in evaluating companies such as Buyer, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment. Seller further represents that it has had the opportunity to ask questions of and receive answers from executive officers of Buyer concerning the terms and conditions of the offering and to obtain additional information to the satisfaction of Seller. Seller is an "accredited investor as that term is defined by Rule 215 thereunder and in Rule 501(a) 501 of Regulation D thereunderpromulgated under the Securities Act. Buyer acknowledges and agrees that, subject to receipt by Buyer of an opinion of counsel of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C. that the applicable transfer may be made without registration under the securities laws of the United States of America or any state and will not cause the initial issuance of the Common Stock to Seller to have been made in violation of the securities laws of the United States of America or any state, any one or more of the following transfers of such shares of Common Stock may be made: (a) Seller may transfer shares to one or more shareholders of Seller ("Shareholder") pursuant to a complete redemption of such Shareholder's stock in Seller and/or a payment on Seller's indebtedness owed to such Shareholder; (b) Seller or a Shareholder may transfer shares to a direct or indirect 80%-or-more-owned subsidiary of Seller or such Shareholder (and thereafter such subsidiary may retransfer such shares to Seller or such Shareholder); (c) a Shareholder may transfer shares to one or more of its shareholders.

Purchase for Own Account. The Purchased Stock Securities to be acquired by the Purchaser it pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser each Lender’s right at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Securities, in the case of a Lender under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's its property being at all times within its control. If such Purchaser any Lender should in the future decide to dispose of any of such Purchased Stockthe Securities, such Purchaser Lender understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser Each Lender agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Securities to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” 6.04 Broker’s, Finder’s or Similar Fees. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" Except as defined set forth in Section 2(a)15 of 2.03 and Schedule 5.20 hereof, there are no brokerage commissions, finder’s fees or similar fees or commissions payable in connection with the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereundertransactions contemplated hereby based on any agreement, arrangement or understanding with it or any action taken by it.

Purchase for Own Account. The Purchased Stock Securities to be acquired by the such ------------------------ Purchaser pursuant to this Agreement is are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such Purchased Stock Securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Securities under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockSecurities, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock Securities as required by any applicable state securities laws and Common Stock issuable upon conversion of the Purchased Stock to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OF AMERICASTATES. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFJANUARY 12, 2000, AMONG SYNAPSE GROUP, INC. (THE COMPANY "COMPANY") AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderTHE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Preferred Shares, and the shares of Common Stock to be issued upon conversion of the Preferred Shares, are being or will be acquired by the Purchaser pursuant to this Agreement is being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such the Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and the Preferred Shares or the shares of Common Stock issuable to be issued upon conversion of the Purchased Stock Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS' AGREEMENT (AS AMENDED) DATED AS OF THE DATE HEREOFMAY 28, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, 1998. A COPY OF WHICH SUCH AGREEMENT MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. OBTAINED FROM THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an UPON REQUEST."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Securities to be acquired by the Purchaser it pursuant to this Agreement is are being or will be acquired for its own account for investment and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser its right at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Securities under an effective registration statement under the Securities Act, or any applicable state securities laws or under an exemption from such registration available under the Securities Act, or any applicable state securities laws and subject, nevertheless, to the disposition of such Purchaser's its property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased the Securities or the Common Stock issuable upon conversion of the Series A Preferred Stock or the Series B Preferred Stock, such Purchaser it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Preferred Shares and the Additional Shares (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and the Additional Shares) to be acquired by the Purchaser it pursuant to this Agreement is are being or will be acquired for its own account for investment purposes and with no intention of distributing or reselling such Purchased Stock or view toward any part "distribution" thereof in any transaction that would be in violation within the meaning of the securities laws of the United States of America, or any state thereofSecurities Act, without prejudice, however, to the its rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Preferred Shares or the Additional Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's its property being at all times within its control. If such Purchaser it should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares, such Purchaser the Additional Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares and the Additional Shares, it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the such shares. Such Purchaser If it should decide to dispose of the Preferred Shares or the Additional Shares, other than, in the case of the Investor, pursuant to the provisions of the Fund Registration Rights Agreement, it, if requested by the Company, will have the obligation in connection with such disposition, at its expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or the Additional Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any such securities that it accept, such opinion. It agrees to the imprinting, so long as required by applicable law, rule or regulation, of a legend on certificates representing all of its Purchased Stock the Preferred Shares, Additional Shares and the shares of Common Stock issuable upon issued on conversion of the Purchased Stock thereof to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT SECURITIES ACT"), ) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Shares, the Warrants and the shares of Common Stock to be acquired by the Purchaser pursuant to this Agreement is issued upon conversion or exercise thereof are being or will be acquired for its the Purchaser's own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the Securities Act or the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased its Shares, the Warrants or its shares of Common Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockits Shares, such the Warrants or its shares of Common Stock issued upon the exercise or conversion thereof, the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, laws as then in effect. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares, the Warrants and its shares of Common Stock issuable to be issued upon conversion of the Purchased Stock or exercise thereof to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Preferred Shares and the Warrants (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and exercise of the Warrants) to be acquired by each of the Purchaser Investors pursuant to this Agreement is are being or will be acquired for its own account for investment purposes and with no intention of distributing or reselling such Purchased Stock or view toward any part "distribution" thereof in any transaction that would be in violation within the meaning of the securities laws of the United States of America, or any state thereofSecurities Act, without prejudice, however, to the rights of such Purchaser Investors at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Preferred Shares or the Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, or pursuant to Article 10 hereof, and subject, nevertheless, to the disposition of such Purchaser's the Investors' property being at all times within its their control. If such Purchaser any of the Investors should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares, Warrants, the shares of Common Stock issuable upon conversion of the Preferred Shares or the Warrant Shares, such Purchaser Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Preferred Shares. Such Purchaser agrees If any of the Investors should decide to dispose of the Preferred Shares or Warrants, other than pursuant to the provisions of the Registration Rights Agreement or Article 10 hereof, such Investor, if requested by the Company, will have the obligation in connection with such disposition, at the Investors's expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or Warrants would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any such securities that it accept, such opinion. The Investors agree to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock the Preferred Shares and the shares of Common Stock issuable upon issued on conversion of the Purchased Stock thereof to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT SECURITIES ACT"), ) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.AN

Purchase for Own Account. The Purchased Stock Notes, the Warrants and the Warrant Shares or Common Shares to be acquired by the Purchaser pursuant to this Agreement is such Investor, respectively, are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Notes, Warrants, Warrant Shares or Common Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser Investor at all times to sell or otherwise dispose of all or any part of such Purchased Stock Notes, Warrants, Warrant Shares and Common Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's Investor’s property being at all times within its control. If such Purchaser Investor should in the future decide to dispose of any of such Purchased StockNotes, Warrants, Warrant Shares or Common Shares, such Purchaser Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser Investor agrees to the imprinting, imprinting for so long as required by law, of a legend on certificates representing all of its Purchased Stock Notes, Warrants, Warrant Shares and Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "“ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock to be Shares hereby acquired by the Purchaser pursuant to this Agreement is (and any Common Stock obtained upon conversion of the Purchased Shares) are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Shares or such Common Stock or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such the Purchaser at all times to sell or otherwise dispose of all or any part of the Purchased Shares or such Purchased Common Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such the Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such Purchased Shares or such Common Stock, such the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFFEBRUARY __, 2000, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares and the Investor Warrants to be acquired by the such Purchaser pursuant to this Agreement is Agreement, or upon conversion thereof to Common Stock, are being or will be acquired for its such Purchaser's own account for investment and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser Purchaser's right at all times times, subject to the provisions of the Stockholders' Agreement, to sell or otherwise dispose of all or any part of such Purchased Stock the Shares or Investor Warrants under an effective registration statement under the Securities Act, or any applicable state securities laws or under an exemption from such registration available under the Securities Act, or any applicable state securities laws and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its such Purchaser's control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Shares or Investor Warrants or the Common Stock issuable upon conversion or exercise thereof, such Purchaser understands and agrees that it such Purchaser may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, as well as with the Shareholders' Agreement. Such Purchaser agrees to the imprinting, so long as required by law, imprinting of a legend one or more legends on certificates representing all of its Purchased Stock the Shares and Common Stock issuable upon conversion of the Purchased Stock Investor Warrants to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS." "THE ISSUER IS SUBJECT TO RESTRICTIONS CONTAINED IN THE COMMUNICATIONS ACT OF 1934, AS AMENDED. THE SALESECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNMENTTRANSFERRED, HYPOTHECATIONASSIGNED OR HYPOTHECATED IF, PLEDGEAS A RESULT THEREOF, ENCUMBRANCE OR OTHER DISPOSITION (EACH A THE ISSUER WOULD BE IN VIOLATION OF THAT ACT." "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY SUBJECT TO THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, THAT CERTAIN AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED AS OF June 15, 1998 AMONG REGENT COMMUNICATIONS, INC. AND CERTAIN OF ITS STOCKHOLDERS, AS THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH SAME MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an AMENDED FROM TIME TO TIME."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the ------------------------ such Purchaser pursuant to this Agreement is are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock Shares as required by any applicable state securities laws and Common Stock issuable upon conversion of the Purchased Stock to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OF AMERICASTATES. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, PLEDGE ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND TRANSFER")AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFMARCH 9, 1998, AMONG THE COMPANY NEWSUB SERVICES, INC. AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderTHE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. (a) The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its his own account and with the Purchaser has no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such the Purchased StockShares, such Purchaser understands and agrees that it he may do so only in compliance with this Agreement and with the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. If such Purchaser should decide to dispose of any Shares, such Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at such Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law in connection with such disposition to the effect that the proposed disposition of the Shares will not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for such securities that it accept, such opinion. (b) Such Purchaser agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND SUCH LAWSNEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING TRANSFER OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED IS FURTHER LIMITED BY THE TERMS PROVISIONS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, SECURITIES PURCHASE AND STOCKHOLDERS' AGREEMENT AMONG THE COMPANY J.H. XXXXXXX XXXPANY, INC. AND THE MANAGEMENT STOCKHOLDERS NAMED IDENTIFIED THEREIN, A COPY OF WHICH MAY BE INSPECTED IS ON FILE AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS EXECUTIVE OFFICE OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an COMPANY."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Purchasers acknowledge that the Company intends to rely on the provisions of Regulation D under the Securities Act and file a notice on Form D with the Commission and similar notices with applicable state securities authorities in connection with the initial issuance and sale of the Senior Subordinated Notes, the Warrants, the Warrant Shares and the Shares. The Senior Subordinated Notes, the Warrants (including, for purposes of this Section 6.5, the Warrant Shares) and the Shares to be acquired acquired, as applicable, by the each Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Senior Subordinated Notes, the Warrants, the Warrant Shares and the Shares, as the case may be, under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, or registration or an exemption from registration pursuant to any applicable state securities laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Senior Subordinated Notes, the Warrants, the Warrant Shares or the Shares such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. If such Purchaser should decide to dispose of such securities (other than pursuant to its registration rights under the Registration Rights Agreement), the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at such Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of such securities would not be in violation of the Secu rities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for such securities that it accept, such opinion. Such Purchaser agrees to the imprinting, so long as as, in the reasonable opinion of the Company and its counsel (but only in the event a legal opinion of the type specified in the preceding sentence has not been delivered to the Company by such Purchaser), required by law, law of a legend on certificates representing all of its Purchased Stock the Senior Subordinated Notes, the Warrants, the Shares and Common Stock issuable upon conversion of the Purchased Stock Warrant Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. NEITHER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR OTHER DISPOSITION (EACH A STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Preferred Shares, and the shares of Common Stock to be acquired by issued upon conversion of the Purchaser pursuant to this Agreement is Preferred Shares, are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and the Preferred Shares or the shares of Common Stock issuable to be issued upon conversion of the Purchased Stock Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF THE DATE HEREOFMAY ____, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, 1998. A COPY OF WHICH SUCH AGREEMENT MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. OBTAINED FROM THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an UPON REQUEST."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchasers are "accredited investors" ------------------------ as that term is defined in Rule 501 of Regulation D of the Securities Act. The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and in accordance with the Stockholders Agreement. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED OFFERED AND SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSLAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFDECEMBER 22, 1995, AMONG THE COMPANY LHS GROUP HOLDING CORPORATION, GENERAL ATLANTIC PARTNERS 23, L.P., GAP COINVESTMENT PARTNERS, L.P., AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Common Stock to be being acquired by the Purchaser Lender pursuant to the amendments of the Agreement contained in this Agreement Amendment or pursuant to any exercise of the Warrant is being or will be acquired for its investment for the Lender's own account and with no intention of distributing or reselling reselling, or granting any participation in, such Purchased Stock shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser the Lender at all times to sell or otherwise dispose of all or any part of such Purchased Stock shares under an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of such Purchaserit's property being at all times within its the Lender's control. If such Purchaser the Lender should in the future decide to dispose of any of such Purchased Stockshares, such Purchaser it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock such shares as required by any applicable state securities laws and Common Stock issuable upon conversion of the Purchased Stock to the following effect (and acknowledges that the Borrower will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OF AMERICASTATES. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYNAPSE GROUP, INC. (THE "COMPANY"), IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Securities to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States, any state of the United States of America, or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares and exercise of its Warrants to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares and the Warrants to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Securities, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Shares, shares of Common Stock issuable upon conversion of the its Purchased Stock Shares and Warrant Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSLAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFAUGUST 30, 1996, AMONG THE COMPANY PROXICOM, INC., GENERAL ATLANTIC PARTNERS 34, L.P., GAP COINVESTMENT PARTNERS, L.P. AND THE STOCKHOLDERS NAMED THEREINRAUL XXXXXXXXX, A X COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares and/or the Warrants to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or the Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or the securities or "blue sky" laws of any state thereofor foreign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares or the Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares or the Warrants, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock Shares, the Warrants, the Warrant Shares issuable upon exercise of its Warrant and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFMARCH 5, 1999, AMONG THE COMPANY PREDICTIVE SYSTEMS, INC., GENERAL ATLANTIC PARTNERS 54, L.P., GAP COINVESTMENT PARTNERS II, L.P. AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderTHE COMPANY WILL MAIL A COPY OF SUCH AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Stock to Common Shares will be acquired by the Purchaser pursuant to this Agreement is being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its controlstate. If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and the Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED IS SUBJECT TO THE RESTRICTIONS, INCLUDING RESTRICTIONS ON OWNERSHIP BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENTFOREIGN PERSONS, SET FORTH IN THAT CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF THE DATE HEREOFDECEMBER 31, 1998 AMONG THE COMPANY ORBITAL IMAGING CORPORATION, ORBITAL SCIENCES CORPORATION AND THE STOCKHOLDERS NAMED THEREINCERTAIN STOCKHOLDERS, A COPY COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF ORBITAL IMAGING CORPORATION, AND SUCH SECURITIES MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE TRANSFERRED ONLY IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE INVESTOR RIGHTS SAID AMENDED AND RESTATED STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an ."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. (a) The Purchased Stock Shares to be acquired by the Purchaser pursuant to this Agreement is are being or will be acquired for its his own account and with the Purchaser has no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such the Purchased StockShares, such the Purchaser understands and agrees that it he may do so only in compliance with this Agreement and with the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Such If the Purchaser should decide to dispose of any Shares, the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law in connection with such disposition to the effect that the proposed disposition of the Shares will not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for such securities that it accept, such opinion. (b) The Purchaser agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND SUCH LAWSNEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.ANY

Purchase for Own Account. The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Securities, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSLAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOFFEBRUARY __, 1997, AMONG THE COMPANY PROXICOM, INC., GENERAL ATLANTIC PARTNERS 34, L.P., GAP COINVESTMENT PARTNERS, L.P., RAUL XXXXXXXXX, XXE MARIX X. XXXXXX XXXST AND THE STOCKHOLDERS NAMED THEREINFBR VENTURE CAPITAL MANAGERS INC., A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Preferred Shares, and the shares of Common Stock to be acquired by issued upon conversion of the Purchaser pursuant to this Agreement is Preferred Shares, are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and the Preferred Shares or the shares of Common Stock issuable to be issued upon conversion of the Purchased Stock Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE TERMS OF THE INVESTOR RIGHTS AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, DATED AS OF THE DATE HEREOFDECEMBER 31, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, 1998. A COPY OF WHICH SUCH AGREEMENT MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. OBTAINED FROM THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an UPON REQUEST."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares and the Warrant to be acquired by the Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or Warrant or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares or Warrant under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such the Purchased StockShares or the Warrant, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares, the Warrant and upon shares of Common Stock issuable upon conversion the exercise of the Purchased Stock to Warrant in substantially the following effectform: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES SUCH SHARES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. LAWS AND THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG DELIVERY TO THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, OF A COPY WRITTEN OPINION OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY WILL THAT SUCH REGISTRATION IS NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderREQUIRED.

Purchase for Own Account. The Purchased Stock Shares, the Warrants and the shares of common stock to be acquired by the Purchaser pursuant to this Agreement is issued upon conversion or exercise thereof are being or will be acquired for its the Purchaser's own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the Securities Act or the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock its Shares, the Warrants or its shares of common stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockits Shares, such the Warrants or its shares of common stock issued upon the exercise or conversion thereof, the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, secur ties laws as then in effect. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares, the Warrants and Common Stock issuable its shares of common stock to be issued upon conversion of the Purchased Stock or exercise thereof to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Preferred Shares, and the shares of Common Stock to be issued upon conversion of the Preferred Shares, are being or will be acquired by the Purchaser pursuant to this Agreement is being or will be acquired for its the Purchaser's own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such the Purchaser's property being at all times within its the Purchaser's control. If such the Purchaser should in the future fixture decide to dispose of any of such Purchased Stockthe Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such the Purchaser understands and agrees that it the Purchaser may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and the Preferred Shares or the shares of Common Stock issuable to be issued upon conversion of the Purchased Stock Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE TERMS OF THE INVESTOR RIGHTS SHAREHOLDERS' AGREEMENT, DATED AS OF THE DATE HEREOFMAY 28, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN1998, AS AMENDED. A COPY OF WHICH SUCH AGREEMENT MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. OBTAINED FROM THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an UPON REQUEST."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Notes and the Subject Shares to be acquired by the Purchaser pursuant to this Agreement is such Lender or CK Purchaser, respectively, are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Notes or Subject Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Lender or CK Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Notes or Subject Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Lender's or CK Purchaser's property being at all times within its control. If such Lender or CK Purchaser should in the future decide to dispose of any of such Purchased StockNotes or Subject Shares, such Lender or CK Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Lender or CK Purchaser agrees to the imprintingimprinting at the Initial Closing and the Subsequent Closing, as the case may be, and for so long as required by law, of a legend on certificates representing all of its Purchased Stock Notes, Subject Shares and shares of Common Stock issuable upon conversion of the Purchased Stock its Subject Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Preferred Shares, and the shares of Common Stock to be acquired by issued upon conversion of the Purchaser pursuant to this Agreement is Preferred Shares, are being or will be acquired by Purchaser (as applicable) for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the Securities Act or the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, Act or under pursuant to an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and the Preferred Shares or the shares of Common Stock issuable to be issued upon conversion of the Purchased Stock Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.V.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States, any state of the United States of America, or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and shares of Unrestricted Common Stock issuable upon conversion of its Purchased Shares, as required by Section 151(f) of the Purchased Stock Delaware General Corporation Law, as necessary to reflect restrictions arising under the New Certificate of Incorporation, the Transaction Documents and to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "“ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Subject Shares and the ------------------------ Warrants to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Subject Shares or Warrants or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Subject Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockSubject Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, imprinting at Closing and for so long as required by law, of a legend on certificates representing all of its Purchased Stock and Subject Shares, shares of Common Stock issuable upon conversion of its Subject Shares and the Purchased Stock Warrant Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED --- STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Preferred Shares (including, for purposes of this Section 6.5, the Common Shares and Subordinated Notes issuable upon conversion or exchange of the Preferred Shares) to be acquired by the Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, or pursuant to Article 10 hereof, and subject, nevertheless, to the disposition of such the Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares, such the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Preferred Shares. Such If the Purchaser should decide to dispose of the Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement or Article 10 hereof, the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased the Preferred Shares and the shares of Common Stock and Common Stock issuable upon Subordinated Notes issued on conversion of the Purchased Stock or exchange thereof to the following effect: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Preferred Shares, and the shares of Common Stock to be issued upon conversion of the Preferred Shares, are being or will be acquired by the Purchaser pursuant to this Agreement is being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such the Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased the Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such the Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares or the shares of Common Stock issuable upon conversion of the Preferred Shares, such the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and the Preferred Shares or the shares of Common Stock issuable to be issued upon conversion of the Purchased Stock Preferred Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE TERMS OF THE INVESTOR RIGHTS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT, DATED AS OF THE DATE HEREOFJUNE 22, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, 1998. A COPY OF WHICH SUCH AGREEMENT MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. OBTAINED FROM THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an UPON REQUEST."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock to be Note, Warrant and Securities hereby acquired by the Purchaser pursuant to this Agreement is being Agreement, and any capital stock issuable upon conversion or will be exercise thereof, are being, and any corresponding securities issued at the Second Closing or underlying such securities would be, acquired for its the Purchaser’s own account for investment and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of distributing or reselling such Purchased Stock or selling, granting any part thereof in any transaction that would be in violation of the securities laws of the United States of Americaparticipation in, or any state thereof, without prejudice, however, to the rights of otherwise distributing (as such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under term is defined in the Securities Act, or under an exemption from such registration available under ) the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its controlsame. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockthe Note, such Warrant or Securities, or any capital stock issuable upon conversion or exercise thereof, the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Each Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all any of its Purchased Stock Note, the Warrant and Common Stock issuable upon conversion of the Purchased Stock to the following effectSecurities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "“ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AN APPLICABLE EXEMPTION THE COMPANY THAT THE TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Preferred Shares and the Class A Warrants (including, for purposes of this Section 6.5, the Common Stock issuable upon exercise of the Class A Warrants) to be acquired by the Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Preferred Shares and the Class A Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such the Purchaser's property being at all times within its control. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares or the Class A Warrants, such the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. Such If the Purchaser should decide to dispose of such securities (other than pursuant to its registration rights under the Registration Rights Agreement), the Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at the Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of such securities would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for such securities that it accept, such opinion. The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock the Preferred Shares and Common Stock issuable upon conversion of the Purchased Stock Class A Warrants to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND SUCH LAWS. NEITHER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR OTHER DISPOSITION (EACH A STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. (a) The Purchased Stock Securities to be acquired by the Purchaser pursuant to this Agreement is KPP are being or will be acquired for its KPP's own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser its right at all times to sell or otherwise dispose of all or any part of such Purchased Stock the securities owned by it, under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's its property being at all times within its control. If such Purchaser KPP should in the future decide to dispose of any of such Purchased Stockthe Securities, such Purchaser KPP understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser KPP agrees to the imprinting, so long as required by law, imprinting of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Securities to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. SUBSTANCE SATISFACTORY TO THE COMPANY WILL NOT REGISTER THE STATING THAT SUCH TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN IS BEING MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. (b) KPP is an "accredited investor" as defined in Section 2(a)15 Rule 501 of Regulation D promulgated under the Securities Act. (c) KPP understands that the offer and sale of the Note and the Warrant will not be registered under the Securities Act, by reason of their issuance by the Company in a 44 transaction exempt from the registration requirements of the Securities Act, and that KPP must hold the Note and the Warrant indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt from registration. (d) KPP understands that the exemption from registration afforded by Rule 215 thereunder 144 (the provisions of which are known to KPP) promulgated by the Commission under the Securities Act depends on the satisfaction of various conditions, including the requirement that the Company has been subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act for at least 90 days, and that, if applicable, Rule 144 affords the basis for sales only in limited amounts and that each of the Company does not now qualify under Rule 501(a144 and may not every qualify. (e) KPP has been furnished with or has had access to the information it has requested from the Company and has had an opportunity to discuss with the management of Regulation D thereunderthe Company the business and financial affairs of the Company and its Subsidiaries, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities or privately held companies so as to enable it to understand and evaluate the risks of such investment and form an investment decision with respect thereto; provided, however, that the foregoing shall in no way affect, diminish or derogate from the representations and warranties made by the Company hereunder or the right of KPP to rely thereon and to seek indemnification hereunder.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares in a transaction that does not violate the Securities Act under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's ’s property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Stockholders Agreement and the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and shares of Common Stock issuable upon conversion of the its Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "“ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "“TRANSFER"”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT, DATED AS OF THE DATE HEREOF, 2003, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S ’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock to be Note, Warrant and Securities hereby acquired by the Purchaser pursuant to this Agreement is being Agreement, and any capital stock issuable upon conversion or will be exercise thereof, are being, and any corresponding securities issued at the Second Closing or underlying such securities would be, acquired for its the Purchaser's own account for investment and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of distributing or reselling such Purchased Stock or selling, granting any part thereof in any transaction that would be in violation of the securities laws of the United States of Americaparticipation in, or any state thereof, without prejudice, however, to the rights of otherwise distributing (as such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under term is defined in the Securities Act, or under an exemption from such registration available under ) the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its controlsame. If such the Purchaser should in the future decide to dispose of any of such Purchased Stockthe Note, such Warrant or Securities, or any capital stock issuable upon conversion or exercise thereof, the Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Each Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all any of its Purchased Stock Note, the Warrant and Common Stock issuable upon conversion of the Purchased Stock to the following effectSecurities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICASTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AN APPLICABLE EXEMPTION THE COMPANY THAT THE TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock to be acquired Such Purchaser understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon such Purchaser's investment intention. In this connection, such Purchaser pursuant to this Agreement hereby represents that it is being or will be acquired purchasing Securities for its own account for investment and not with no a view toward the resale or distribution to others or for resale in connection with any distribution or public offering (within the meaning of the Securities Act), nor with any present intention of distributing or reselling selling the same and such Purchased Stock Purchaser has no present or any part thereof in any transaction that would be in violation contemplated agreement, undertaking, arrangement, obligation or commitment providing for the disposition thereof. Such Purchaser was not formed for the purpose of purchasing the securities laws of Securities. Notwithstanding the United States of Americaforegoing, or any state thereof, without prejudice, however, to the rights disposition of such Purchaser Purchaser's property shall be at all times within such Purchaser's own control, and such Purchaser's right to sell or otherwise dispose of all or any part of the Securities, including without limitation pursuant to any registration contemplated by the Registration Rights Agreement, shall not be prejudiced; provided that such Purchased Stock under an effective registration statement under Purchaser complies with applicable securities laws. Nothing herein shall prevent the distribution of any Securities Actto any member, partner or stockholder, former member, partner, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition stockholder of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Holding Period. Such Purchaser agrees understands that the Securities are subject to the imprinting, so long as required by law, of a legend significant limitations on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investorresale under applicable securities laws. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 understands that reliance upon Rule 144 under the Securities Act for resales of the Securities Act requires, among other conditions, a one-year holding period prior to the resale (such resale after such one year holding period being further subject to sales volume limitations). Such Purchaser understands and Rule 215 thereunder and hereby acknowledges that the Company is under no obligation to register any of the Securities under the Securities Act, any applicable state securities or "blue sky" laws or any applicable foreign securities laws, except as set forth in Rule 501(a) of Regulation D thereunderthe Registration Rights Agreement.

Purchase for Own Account. The Purchased Stock Shares and the Warrants to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Securities, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Securities substantially to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ACT." "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY MAY BE ENTITLED TO THE TERMS BENEFITS OF A REGISTRATION RIGHTS AGREEMENT AMONG INTEGRA LIFESCIENCES CORPORATION AND THE ORIGINAL PURCHASERS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICEPREFERRED STOCK REPRESENTED HEREBY. THE COMPANY WILL NOT REGISTER THE TRANSFER TRANSFEREES OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an SHOULD REVIEW SUCH AGREEMENT TO DETERMINE THEIR RIGHTS."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock to be Initial Shares and the Warrant Shares are being acquired by the Purchaser pursuant to this Agreement is being or will be acquired Buyer for its own account and with no intention of distributing or reselling such Purchased Stock shares or any part thereof in any a transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to . Buyer is an “accredited investor” within the rights meaning of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock under an effective registration statement under the Securities Act. Buyer acknowledges that Seller has afforded Buyer’s representatives and Buyer’s advisors the opportunity to discuss an investment in Seller and ask questions of representatives of Seller concerning the terms an conditions of the purchase of the Initial Shares and the Warrant Shares and such representatives have provided answers to all such questions. Buyer and its advisors have examined or have had the opportunity to examine this Agreement and all information that Buyer or any advisor deems to be material to an understanding of Seller, or under an exemption from such registration available under the Securities Actproposed business of Seller, and subject, nevertheless, to the disposition purchase of such Purchaser's property being at all times within the Initial Shares and the Warrant Shares. The nature and amount of the investment is suitable for Buyer and consistent with its controloverall investment program and financial condition. If such Purchaser should Buyer has carefully evaluated the merits and risks of an investment in the future decide to dispose of any of such Purchased StockSeller and has evaluated Buyer’s financial resources and investment position, such Purchaser understands and agrees Buyer has decided that it may do so only in compliance with is able to bear the Securities Act economic risks of purchasing the Initial Shares and applicable state securities laws, as then in effectWarrant Shares. Such Purchaser Buyer agrees to the imprinting, so long as required by law, imprinting of a legend on all certificates representing all of its Purchased Stock the Initial Shares and Common Stock issuable upon conversion of the Purchased Stock Warrant Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE SUCH REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE TERMS PROVISIONS OF THE INVESTOR RIGHTS AGREEMENTA STOCK PURCHASE AND SALE AGREEMENT DATED OCTOBER 6, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, 2006. A COPY OF WHICH MAY BE INSPECTED THE ABOVE REFERENCED AGREEMENT IS ON FILE AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OFFICE OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderAT 0000 XX XXXXX XXXXXXXX XXXXX XXXXXX, XXXXXX 00000.

Purchase for Own Account. The Purchased Stock Preferred Shares and the Warrants (including, for purposes of this Section 6.5, the Common Shares issuable upon conversion of the Preferred Shares and exercise of the Warrants) to be acquired by each of the Purchaser Investors pursuant to this Investment Agreement is are being or will be acquired for its own account for investment purposes and with no intention of distributing or reselling such Purchased Stock or view toward any part "distribution" thereof in any transaction that would be in violation within the meaning of the securities laws of the United States of America, or any state thereofSecurities Act, without prejudice, however, to the rights of such Purchaser Investors at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Preferred Shares or the Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, or pursuant to Article 10 hereof, and subject, nevertheless, to the disposition of such Purchaser's the Investors' property being at all times within its their control. If such Purchaser any of the Investors should in the future decide to dispose of any of such Purchased Stockthe Preferred Shares, Warrants, the shares of Common Stock issuable upon conversion of the Preferred Shares or the Warrant Shares, such Purchaser Investor understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Preferred Shares. Such Purchaser agrees If any of the Investors should decide to dispose of the Preferred Shares or Warrants, other than pursuant to the provisions of the Registration Rights Agreement or Article 10 hereof, such Investor, if requested by the Company, will have the obligation in connection with such disposition, at the Investor's expense, of delivering to the Company an opinion of counsel of recognized standing in securities law, to the effect that the proposed disposition of the Preferred Shares or Warrants would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any such securities that it accept, such opinion. The Investors agree to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock the Preferred Shares and the shares of Common Stock issuable upon issued on conversion of the Purchased Stock thereof to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT SECURITIES ACT"), ) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS." The Investors agree to the imprinting, so long as required by law, of a legend on the Warrants and the Warrant Shares to the following effect: "THE WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE SECURITIES LAW. THE WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNMENTTRANSFERRED, HYPOTHECATIONPLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNLESS SOLD, PLEDGETRANSFERRED, ENCUMBRANCE PLEDGED OR OTHER DISPOSITION (EACH HYPOTHECATED IN A "TRANSFER") AND VOTING OF ANY OF TRANSACTION THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an ACT."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares and the Warrants to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares or Warrants under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Securities, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Securities substantially to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ACT." "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY MAY BE ENTITLED TO THE TERMS BENEFITS OF A REGISTRATION RIGHTS AGREEMENT AMONG INTEGRA LIFESCIENCES HOLDINGS CORPORATION AND THE ORIGINAL PURCHASERS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICEPREFERRED STOCK REPRESENTED HEREBY. THE COMPANY WILL NOT REGISTER THE TRANSFER TRANSFEREES OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an SHOULD REVIEW SUCH AGREEMENT TO DETERMINE THEIR RIGHTS."accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock to be acquired by Notes and the Purchaser pursuant to this Agreement is Conversion Shares are being or will be acquired by such Purchaser for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock stock under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stockthe Notes or Conversion Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock the Notes and Common Stock issuable upon conversion of the Purchased Stock Conversion Shares to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, . AS AMENDED (THE "ACT "), AMENDED. OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A SHAREHOLDERS AGREEMENT DATED AS OF THE DATE HEREOFMAY 28, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, 1998. A COPY OF WHICH SUCH AGREEMENT MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an OBTAINED FROM USi UPON REQUEST"accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Preferred Shares, the Warrant and the shares of Class B Common Stock to be acquired by issued upon exercise thereof (the Purchaser pursuant to this Agreement is "Purchased Securities") are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the Securities Act or the securities laws of any state. The Purchaser understands that the United States of AmericaPurchased Securities have not been registered under the Securities Act and may not be sold, or any state thereof, without prejudice, however, to the rights of such Purchaser at all times to sell transferred or otherwise dispose disposed of all unless the Purchased Securities are first registered under the Securities Act or registration is available. The Purchaser agrees not to make any part disposition of such any Purchased Stock under Securities unless and until there is an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Stock, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then laws with respect to such Purchased Securities or the Purchaser shall have provided the Company a written opinion of 25 counsel in effectform and substance reasonably satisfactory to the Company that an exemption from such registration is available under the Securities Act and such state securities law. Such The Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all its Preferred Shares, the Warrant or its shares of its Purchased Stock and Class B Common Stock issuable upon conversion of the Purchased Stock to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION ." The Purchaser acknowledges that any transfer or other disposition of Purchased Securities in contravention of this Section 6.3 shall be null and void and the Company shall not be required (EACH A "TRANSFER"i) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" to transfer on its books any such Purchased Securities or (ii) to treat as defined in Section 2(a)15 the owner of the such Purchased Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderor otherwise to accord voting or dividend rights to any purported transferee with respect thereto.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the Purchaser it ------------------------ pursuant to this Agreement is are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser it at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of such Purchaserit's property being at all times within its control. If such Purchaser it should in the future decide to dispose of any of such Purchased StockShares, such Purchaser it understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser It agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock Shares as required by any applicable state securities laws and Common Stock issuable upon conversion of the Purchased Stock to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OF AMERICASTATES. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYNAPSE GROUP, INC. (THE "COMPANY"), IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS SUCH AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderTHE COMPANY WILL MAIL A COPY OF THE AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.

Purchase for Own Account. The Purchased Stock Preferred Shares (including, for purposes of this Section 8.6, the Common Shares issuable upon conversion of the Preferred Shares) to be acquired by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Preferred Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockPreferred Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such Preferred Shares. If such Purchaser should decide to dispose of any Preferred Shares, other than pursuant to the provisions of the Registration Rights Agreement, such Purchaser, if requested by the Company, will have the obligation in connection with such disposition, at such Purchaser's expense, of delivering an opinion of counsel of recognized standing in securities law, in connection with such disposition to the effect that the proposed disposition of the Preferred Shares would not be in violation of the Securities Act or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for any of the Preferred Shares that it accept, such opinion. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock the Preferred Shares and the shares of Common Stock issuable upon issued on conversion of the Purchased Stock thereof to the following effect: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND OR SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ."TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock to be Shares are being acquired by the such Purchaser pursuant to this Agreement is being or will be acquired for its own account and with no current intention of distributing or reselling such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, America or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement Registration Statement under the Securities Act, Act or under an exemption from such said registration available under the Securities Act, . Such Purchaser understands and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If agrees that if such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on all certificates representing all of its such Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is The legend set forth above may be removed if and when the securities represented by such certificate are disposed of pursuant to an "accredited investor" as defined in Section 2(a)15 of effective registration statement under the Securities Act or upon the Company's receipt of an opinion of counsel, in form and Rule 215 thereunder substance and in Rule 501(a) from counsel reasonably satisfactory to the Company and its counsel, confirming that any sale or transfer of Regulation D thereundersuch securities will not require registration of such securities under the Securities Act or under any blue sky or similar laws. In such event, the holder of any such certificate may exchange such certificate for a new certificate, without legend, representing the same number of shares of Series A Preferred Stock as were represented by the certificate so exchanged, and the Company shall promptly issue and deliver such new certificate upon receipt of the old, which shall thereupon be cancelled.

Purchase for Own Account. The Purchased Stock Shares to be acquired purchased by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares or Underlying Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares or Underlying Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's ’s property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares or Underlying Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares and Common Stock issuable upon conversion of the Purchased Stock Underlying Shares, to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "“ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock to be acquired by the Purchaser pursuant to this Agreement is being or will be acquired for its the Seller's own account and with no intention of distributing or reselling such Purchased Stock securities or any part thereof in any transaction that would be in violation of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (Securities Act) or the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser the Seller at all times to sell or otherwise dispose of all or any part of such Purchased Stock its Stock, under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser the Seller should in the future decide to dispose of any of such Purchased the Stock, such Purchaser Seller understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, laws as then in effect. Such Purchaser Seller agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock and Common Stock issuable to be issued upon conversion of the Purchased Stock or exercise thereof to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A ." Seller agrees to Buyer's issuance of "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investorStop Transfer" as defined in Section 2(a)15 of instructions to the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderTransfer Agent.

Purchase for Own Account. The Purchased Stock Shares and the Warrants (and, if applicable, the Additional Warrants) to be acquired purchased by the such Purchaser pursuant to this Agreement is are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Stock Shares, Warrants, Additional Warrants or Underlying Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any state thereofforeign jurisdiction, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares, Warrants, Additional Warrants or Underlying Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's ’s property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, Warrants, Additional Warrants or Underlying Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Stock Shares, Warrants, Additional Warrants and Common Stock issuable upon conversion of the Purchased Stock Underlying Shares, to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "“ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICAOR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Merger Shares and Warrant to be acquired by Bargx xxx, pursuant to Rule 145 under the Purchaser Securities Act, deemed acquired by the Partners, pursuant to this Agreement is are being or will be acquired for its their own account and with no intention of distributing or reselling such Purchased the Merger Shares, the Warrant or the shares of Future Stock issuable upon exercise of the Warrant (the "WARRANT SHARES"), or any part thereof thereof, in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser the Bargx xxx the Partners at all times to sell or otherwise dispose of all or any part of such Purchased Stock the Merger Shares, the Warrant or the Warrant Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such PurchaserBargx'x xxx each Partner's property being at all times within its control. If such Purchaser Bargx xx a Partner should in the future decide to dispose of any of such Purchased Stockthe Merger Shares, such Purchaser the Warrant or the Warrant Shares, Bargx xxx each Partner understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to the Merger Shares, the Warrant and the Warrant Shares. Such Purchaser Bargx xxx each Partner agrees to the imprinting, so long as required by law, of a legend on the certificates representing the Merger Shares, the Warrant and the Warrant Shares, substantially as follows in all of its Purchased Stock and Common Stock issuable upon conversion of the Purchased Stock to the following effectmaterial respects: [THE SECURITIES REPRESENTED BY THIS CERTIFICATE CERTIFICATE] [THIS WARRANT AND THE SECURITIES TO BE RECEIVED UPON THE EXERCISE OF THIS WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT "), 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunder.

Purchase for Own Account. The Purchased Stock Shares to be acquired by the ------------------------ Purchaser pursuant to this Agreement is are being or will be acquired for investment for its own account and with no intention of distributing or reselling reselling, or granting any participation in, such Purchased Stock Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state thereofstate, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Stock Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Actsuch laws, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased StockShares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend legends on certificates representing all of its Purchased Stock Shares as required by any applicable state securities laws and Common Stock issuable upon conversion of the Purchased Stock to the following effect (and acknowledges that the Company will make a notation on its transfer books to such effect: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT ACT"), OR THE SECURITIES LAWS OF ANY STATE JURISDICTION OF THE UNITED STATES OF AMERICASTATES. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND UNDER THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYNAPSE GROUP, INC. (THE "COMPANY"), IF REQUESTED BY THE COMPANY, THAT THERE IS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 23, 2000 (THE DATE HEREOF"STOCKHOLDERS AGREEMENT"), AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS STOCKHOLDERS AGREEMENT. 4.6 Accredited Investor. Such Purchaser is an "accredited investor" as defined in Section 2(a)15 of the Securities Act and Rule 215 thereunder and in Rule 501(a) of Regulation D thereunderTHE COMPANY WILL MAIL A COPY OF THE STOCKHOLDERS AGREEMENT, TOGETHER WITH A COPY OF THE EXPRESS TERMS OF THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE, TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.