Common use of RESTRICTIONS ON PURCHASED SHARES Clause in Contracts

RESTRICTIONS ON PURCHASED SHARES. (a) Each certificate for Purchased Shares initially issued upon the exercise of the Warrants, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CONDITIONS SPECIFIED IN A CERTAIN WARRANT AGREEMENT DATED DECEMBER 23, 1997. NO TRANSFER, SALE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL REGISTERED OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO IT, THAT THE TRANSACTION IS EXEMPT FROM REGISTRATION, AND UNTIL SUCH CONDITIONS AS ARE CONTAINED IN THE WARRANT AGREEMENT HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AT THE OFFICES OF CUMETRIX, INC. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT." If the Purchased Shares are no longer subject to the transfer restrictions imposed by applicable state and Federal securities law because either (I) the Purchased Shares or the resale of the Purchased Shares has been registered on a registration statement declared effective by the Commission, or (ii) in the reasonable opinion of counsel for the Company, or the opinion of counsel for Holder, which opinion is reasonably satisfactory to counsel for the Company, all future dispositions of any of the Purchased Shares by the contemplated transferee would be exempt from or would satisfy the registration and prospectus delivery requirements of the Securities Act and the qualification requirements of the applicable state securities laws, then the restrictions on transfer of such securities contained in this Section 5(a) shall not apply to any subsequent transfer thereof and the Company shall, promptly upon request by Holder, remove the legend set forth above and shall promptly issue, in exchange for the certificate bearing such legend, a certificate without such legend to Holder. (b) HOLDER AGREES THAT THE WARRANT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED EXCEPT (I) TO ITS SUCCESSORS IN A MERGER OR CONSOLIDATION OR OTHER BUSINESS COMBINATION; (ii) TO PURCHASERS OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; OR (iii) BY OPERATION OF LAW. HOLDER FURTHER AGREES THAT THE COMPANY SHALL HAVE NO OBLIGATION TO EFFECT ANY TRANSFER OF THE WARRANTS DURING THE TIME PERIOD REFERRED TO ABOVE, UNLESS THE TRANSFEREE, PURCHASER, ASSIGNEE OR PLEDGEE, AS THE CASE MAY BE, SHALL HAVE EXECUTED AN AGREEMENT OBLIGATING THE TRANSFEREE TO COMPLY WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT APPLICABLE TO THE TRANSFEROR. (c) Prior to any exercise of the Warrants or any transfer or attempted transfer of any of the Warrants or Warrant Shares, the Holder shall give the Company written notice of Holder's intention so to do, describing briefly the manner of any such proposed exercise, sale or transfer. The Holder may effect such exercise or transfer, provided that such exercise or transfer is not prohibited by this Section 5 and such exercise or transfer complies with all applicable federal and state securities laws and regulations. If in the reasonable opinion of counsel for the Company, notwithstanding the opinion of counsel to a Holder to the contrary, if any, the proposed transfer of such Warrant Shares or the Warrant may not be effected without registration thereof under the Securities Act and such registration has not been accomplished, the Company shall, as promptly as practicable, so notify the Holder and the Holder shall not consummate the proposed transfer. (d) The Holder agrees to enter into a lock-up agreement with the underwriters of the initial public offering of the Company's common stock (the "IPO") pursuant to which Holder agrees not to sell the Warrant Shares for such period of time from and after the effective date of such public offering as may be requested by such underwriters; provided that the term of the lock-up agreement shall not exceed the term of similar lock-up agreements executed in favor of the underwriter by the senior officers of the Company.

RESTRICTIONS ON PURCHASED SHARES. (a) Each certificate for Purchased Shares initially issued upon the exercise of the Warrants, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CONDITIONS SPECIFIED IN A CERTAIN WARRANT AGREEMENT DATED DECEMBER 23NOVEMBER 4, 1997. NO TRANSFER, SALE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL REGISTERED OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO IT, THAT THE TRANSACTION IS EXEMPT FROM REGISTRATION, AND UNTIL SUCH CONDITIONS AS ARE CONTAINED IN THE WARRANT AGREEMENT HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AT THE OFFICES OF CUMETRIXBRILLIANT DIGITAL ENTERTAINMENT, INC. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT." If the Purchased Shares are no longer subject to the transfer restrictions imposed by applicable state and Federal securities law because either (Ii) the Purchased Shares or the resale of the Purchased Shares has been registered on a registration statement declared effective by the Commission, or (ii) in the reasonable opinion of counsel for the Company, or the opinion of counsel for Holder, which opinion is reasonably satisfactory to counsel for the Company, all future dispositions of any of the Purchased Shares by the contemplated transferee would be exempt from or would satisfy the registration and prospectus delivery requirements of the Securities Act and the qualification requirements of the applicable state securities laws, then the restrictions on transfer of such securities contained in this Section 5(a) shall not apply to any subsequent transfer thereof and the Company shall, promptly upon request by Holder, remove the legend set forth above and shall promptly issue, in exchange for the certificate bearing such legend, a certificate without such legend to Holder. (b) HOLDER AGREES THAT THE WARRANT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED EXCEPT (I) TO ITS SUCCESSORS IN A MERGER OR CONSOLIDATION OR OTHER BUSINESS COMBINATION; (ii) TO PURCHASERS OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; OR (iii) BY OPERATION OF LAW. HOLDER FURTHER AGREES THAT THE COMPANY SHALL HAVE NO OBLIGATION TO EFFECT ANY TRANSFER OF THE WARRANTS DURING THE TIME PERIOD REFERRED TO ABOVE, UNLESS THE TRANSFEREE, PURCHASER, ASSIGNEE OR PLEDGEE, AS THE CASE MAY BE, SHALL HAVE EXECUTED AN AGREEMENT OBLIGATING THE TRANSFEREE TO COMPLY WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT APPLICABLE TO THE TRANSFEROR. (c) Prior to any exercise of the Warrants or any transfer or attempted transfer of any of the Warrants or Warrant Shares, the Holder shall give the Company written notice of Holder's intention so to do, describing briefly the manner of any such proposed exercise, sale or transfer. The Holder may effect such exercise or transfer, provided that such exercise or transfer is not prohibited by this Section 5 and such exercise or transfer complies with all applicable federal and state securities laws and regulations. If in the reasonable opinion of counsel for the Company, notwithstanding the opinion of counsel to a Holder to the contrary, if any, the proposed transfer of such Warrant Shares or the Warrant may not be effected without registration thereof under the Securities Act and such registration has not been accomplished, the Company shall, as promptly as practicable, so notify the Holder and the Holder shall not consummate the proposed transfer. (d) The Holder agrees to enter into a lock-up agreement with the underwriters of the initial public offering of the Company's common stock (the "IPO") pursuant to which Holder agrees not to sell the Warrant Shares for such period of time from and after the effective date of such public offering as may be requested by such underwriters; provided that the term of the lock-up agreement shall not exceed the term of similar lock-up agreements executed in favor of the underwriter by the senior officers of the Company.

RESTRICTIONS ON PURCHASED SHARES. (a) Each certificate for Purchased Shares initially issued upon the exercise of the Warrants, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CONDITIONS SPECIFIED IN A CERTAIN WARRANT AGREEMENT DATED DECEMBER 23NOVEMBER 26, 1997. NO TRANSFER, SALE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL REGISTERED OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO IT, THAT THE TRANSACTION IS EXEMPT FROM REGISTRATION, AND UNTIL SUCH CONDITIONS AS ARE CONTAINED IN THE WARRANT AGREEMENT HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AT THE OFFICES OF CUMETRIXTAG-IT PACIFIC, INC. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT." If the Purchased Shares are no longer subject to the transfer restrictions imposed by applicable state and Federal securities law because either (Ii) the Purchased Shares or the resale of the Purchased Shares has been registered on a registration statement declared effective by the Commission, or (ii) in the reasonable opinion of counsel for the Company, or the opinion of counsel for Holder, which opinion is reasonably satisfactory to counsel for the Company, all future dispositions of any of the Purchased Shares by the contemplated transferee would be exempt from or would satisfy the registration and prospectus delivery requirements of the Securities Act and the qualification requirements of the applicable state securities laws, then the restrictions on transfer of such securities contained in this Section 5(a) shall not apply to any subsequent transfer thereof and the Company shall, promptly upon request by Holder, remove the legend set forth above and shall promptly issue, in exchange for the certificate bearing such legend, a certificate without such legend to Holder. (b) THE HOLDER AGREES THAT THE WARRANT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED EXCEPT (I) TO ITS SUCCESSORS IN A MERGER OR CONSOLIDATION OR OTHER BUSINESS COMBINATION; (ii) TO PURCHASERS OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; OR (iii) BY OPERATION OF LAW. HOLDER FURTHER AGREES THAT THE COMPANY SHALL HAVE NO OBLIGATION TO EFFECT ANY TRANSFER OF THE WARRANTS DURING THE TIME PERIOD REFERRED TO ABOVE, UNLESS THE TRANSFEREE, PURCHASER, ASSIGNEE OR PLEDGEE, AS THE CASE MAY BE, SHALL HAVE EXECUTED AN AGREEMENT OBLIGATING THE TRANSFEREE TO COMPLY WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT APPLICABLE TO THE TRANSFEROR. (c) Prior to any exercise of the Warrants or any transfer or attempted transfer of any of the Warrants or Warrant Shares, the Holder shall give the Company written notice of Holder's intention so to do, describing briefly the manner of any such proposed exercise, sale or transfer. The Holder may effect such exercise or transfer, provided that such exercise or transfer is not prohibited by this Section 5 and such exercise or transfer complies with all applicable federal and state securities laws and regulations. If in the reasonable opinion of counsel for the Company, notwithstanding the opinion of counsel to a Holder to the contrary, if any, the proposed transfer of such Warrant Shares or the Warrant may not be effected without registration thereof under the Securities Act and such registration has not been accomplished, the Company shall, as promptly as practicable, so notify the Holder and the Holder shall not consummate the proposed transfer. (d) The Holder agrees to enter into a lock-up agreement with the underwriters of the initial public offering of the Company's common stock (the "IPO") pursuant to which Holder agrees not to sell the Warrant Shares for such period of time from and after the effective date of such public offering as may be requested by such underwriters; provided that the term of the lock-up agreement shall not exceed the term of similar lock-up agreements executed in favor of the underwriter by the senior officers of the Company.

RESTRICTIONS ON PURCHASED SHARES. (a) Each certificate for Purchased Shares initially issued upon the exercise of the Warrants, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CONDITIONS SPECIFIED IN A CERTAIN WARRANT AGREEMENT DATED DECEMBER 23JUNE 1, 19971994. NO TRANSFER, SALE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL REGISTERED OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO IT, THAT THE TRANSACTION IS EXEMPT FROM REGISTRATION, AND UNTIL SUCH CONDITIONS AS ARE CONTAINED IN THE WARRANT AGREEMENT HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AT THE OFFICES OF CUMETRIXTAG-IT, INC. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT." If the Purchased Shares are no longer subject to the transfer restrictions imposed by applicable state and Federal securities law because either (Ii) the Purchased Shares or the resale of the Purchased Shares has been registered on a registration statement declared effective by the Commission, or (ii) in the reasonable opinion of counsel for the Company, or the opinion of counsel for Holder, which opinion is reasonably satisfactory to counsel for the Company, all future dispositions of any of the Purchased Shares by the contemplated transferee would be exempt from or would satisfy the registration and prospectus delivery requirements of the Securities Act and the qualification requirements of the applicable state securities laws, then the restrictions on transfer of such securities contained in this Section 5(a) shall not apply to any subsequent transfer thereof and the Company shall, promptly upon request by Holder, remove the legend set forth above and shall promptly issue, in exchange for the certificate bearing such legend, a certificate without such legend to Holder. (b) HOLDER AGREES THAT THE WARRANT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED EXCEPT (Ii) TO ITS SUCCESSORS IN A MERGER OR CONSOLIDATION OR OTHER BUSINESS COMBINATION; (ii) TO PURCHASERS OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; OR (iii) BY OPERATION OF LAW. HOLDER FURTHER AGREES THAT THE COMPANY SHALL HAVE NO OBLIGATION TO EFFECT ANY TRANSFER OF THE WARRANTS DURING THE TIME PERIOD REFERRED TO ABOVE, UNLESS THE TRANSFEREE, PURCHASER, ASSIGNEE OR PLEDGEE, AS THE CASE MAY BE, SHALL HAVE EXECUTED AN AGREEMENT OBLIGATING THE TRANSFEREE TO COMPLY WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT APPLICABLE TO THE TRANSFEROR. (c) Prior to any exercise of the Warrants or any transfer or attempted transfer of any of the Warrants or Warrant Shares, the Holder shall give the Company written notice of Holder's intention so to do, describing briefly the manner of any such proposed exercise, sale or transfer. The Holder may effect such exercise or transfer, provided that such exercise or transfer is not prohibited by this Section 5 and such exercise or transfer complies with all applicable federal and state securities laws and regulations. If in the reasonable opinion of counsel for the Company, notwithstanding the opinion of counsel to a Holder to the contrary, if any, the proposed transfer of such Warrant Shares or the Warrant may not be effected without registration thereof under the Securities Act and such registration has not been accomplished, the Company shall, as promptly as practicable, so notify the Holder and the Holder shall not consummate the proposed transfer. (d) The Holder agrees to enter into a lock-up agreement with the underwriters of the initial public offering of the Company's common stock (the "IPO") pursuant to which Holder agrees not to sell the Warrant Shares for such period of time from and after the effective date of such public offering as may be requested by such underwriters; provided that the term of the lock-up agreement shall not exceed the term of similar lock-up agreements executed in favor of the underwriter by the senior officers of the Company.

RESTRICTIONS ON PURCHASED SHARES. Holder shall not sell, transfer (a) Each certificate for Purchased Shares initially issued upon the exercise of the Warrantswith or without consideration), shall be stamped assign, pledge, hypothecate or otherwise imprinted with a legend in substantially the following form: dispose of (collectively, "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CONDITIONS SPECIFIED IN A CERTAIN WARRANT AGREEMENT DATED DECEMBER 23, 1997. NO TRANSFER, SALE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL REGISTERED OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO IT, THAT THE TRANSACTION IS EXEMPT FROM REGISTRATION, AND UNTIL SUCH CONDITIONS AS ARE CONTAINED IN THE WARRANT AGREEMENT HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AT THE OFFICES OF CUMETRIX, INC. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT." If the Purchased Shares are no longer subject to the transfer restrictions imposed by applicable state and Federal securities law because either (ITransfer") the Purchased Shares or the resale of the Purchased Shares has been registered on a registration statement declared effective by the Commission, or (ii) in the reasonable opinion of counsel for the Company, or the opinion of counsel for Holder, which opinion is reasonably satisfactory to counsel for the Company, all future dispositions of any of the Purchased Shares by unless the contemplated transferee would be exempt Purchased Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, or pursuant to an available exemption from or would satisfy the registration and prospectus delivery requirements of the Securities Act Act, and the qualification requirements proposed disposition will not result in a violation of the applicable securities laws of any state securities lawsof the United States. If requested by the Company, then Holder shall, prior to the transfer of such Purchased Shares, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the requirements set forth in this Section 8. Any attempted Transfer which is not in full compliance with this Section 8 shall be null and void ab initio, and of no force or effect. --------- The Holder further agrees that any certificate evidencing the Purchased Shares shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. The Holder further acknowledges and agrees that the Company may, at its option, place notations evidencing the foregoing restrictions on transfer of such securities contained in this Section 5(a) shall not apply to any subsequent its shareholders register, and may place appropriate "stop transfer" instructions with its transfer thereof and the Company shall, promptly upon request by Holder, remove the legend set forth above and shall promptly issue, in exchange for the certificate bearing such legend, a certificate without such legend to Holder. (b) HOLDER AGREES THAT THE WARRANT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED EXCEPT (I) TO ITS SUCCESSORS IN A MERGER OR CONSOLIDATION OR OTHER BUSINESS COMBINATION; (ii) TO PURCHASERS OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; OR (iii) BY OPERATION OF LAW. HOLDER FURTHER AGREES THAT THE COMPANY SHALL HAVE NO OBLIGATION TO EFFECT ANY TRANSFER OF THE WARRANTS DURING THE TIME PERIOD REFERRED TO ABOVE, UNLESS THE TRANSFEREE, PURCHASER, ASSIGNEE OR PLEDGEE, AS THE CASE MAY BE, SHALL HAVE EXECUTED AN AGREEMENT OBLIGATING THE TRANSFEREE TO COMPLY WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT APPLICABLE TO THE TRANSFEROR. (c) Prior to any exercise of the Warrants or any transfer or attempted transfer of any of the Warrants or Warrant Shares, the Holder shall give the Company written notice of Holder's intention so to do, describing briefly the manner of any such proposed exercise, sale or transfer. The Holder may effect such exercise or transfer, provided that such exercise or transfer is not prohibited by this Section 5 and such exercise or transfer complies with all applicable federal and state securities laws and regulations. If in the reasonable opinion of counsel for the Company, notwithstanding the opinion of counsel to a Holder to the contraryagent, if any, the proposed transfer of such Warrant Shares or the Warrant may not be effected without registration thereof under the Securities Act and such registration has not been accomplished, the Company shall, as promptly as practicable, so notify the Holder and the Holder shall not consummate the proposed transfer. (d) The Holder agrees to enter into a lock-up agreement with the underwriters of the initial public offering of the Company's common stock (the "IPO") pursuant to which Holder agrees not to sell the Warrant Shares for such period of time from and after the effective date of such public offering as may be requested by such underwriters; provided that the term of the lock-up agreement shall not exceed the term of similar lock-up agreements executed in favor of the underwriter by the senior officers of the Company.

RESTRICTIONS ON PURCHASED SHARES. (a) Each certificate for Purchased Shares initially issued upon the exercise of the Warrants, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CONDITIONS SPECIFIED IN A CERTAIN WARRANT AGREEMENT DATED DECEMBER 23SEPTEMBER 14, 19971996. NO TRANSFER, SALE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL REGISTERED OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO IT, THAT THE TRANSACTION IS EXEMPT FROM REGISTRATION, AND UNTIL SUCH CONDITIONS AS ARE CONTAINED IN THE WARRANT AGREEMENT HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AT THE OFFICES OF CUMETRIXBRILLIANT DIGITAL ENTERTAINMENT, INC. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT." If the Purchased Shares are no longer subject to the transfer restrictions imposed by applicable state and Federal securities law because either (Ii) the Purchased Shares or the resale of the Purchased Shares has been registered on a registration statement declared effective by the Commission, or (ii) in the reasonable opinion of counsel for the Company, or the opinion of counsel for Holder, which opinion is reasonably satisfactory to counsel for the Company, all future dispositions of any of the Purchased Shares by the contemplated transferee would be exempt from or would satisfy the registration and prospectus delivery requirements of the Securities Act and the qualification requirements of the applicable state securities laws, then the restrictions on transfer of such securities contained in this Section 5(a) shall not apply to any subsequent transfer thereof and the Company shall, promptly upon request by Holder, remove the legend set forth above and shall promptly issue, in exchange for the certificate bearing such legend, a certificate without such legend to Holder. (b) HOLDER AGREES THAT THE WARRANT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED EXCEPT (I) TO ITS SUCCESSORS IN A MERGER OR CONSOLIDATION OR OTHER BUSINESS COMBINATION; (iiII) TO PURCHASERS OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; OR (iiiIII) BY OPERATION OF LAW. HOLDER FURTHER AGREES THAT THE COMPANY SHALL HAVE NO OBLIGATION TO EFFECT ANY TRANSFER OF THE WARRANTS DURING THE TIME PERIOD REFERRED TO ABOVE, UNLESS THE TRANSFEREE, PURCHASER, ASSIGNEE OR PLEDGEE, AS THE CASE MAY BE, SHALL HAVE EXECUTED AN AGREEMENT OBLIGATING THE TRANSFEREE TO COMPLY WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT APPLICABLE TO THE TRANSFEROR. (c) Prior to any exercise of the Warrants or any transfer or attempted transfer of any of the Warrants or Warrant Shares, the Holder shall give the Company written notice of Holder's intention so to do, describing briefly the manner of any such proposed exercise, sale or transfer. The Holder may effect such exercise or transfer, provided that such exercise or transfer is not prohibited by this Section 5 and such exercise or transfer complies with all applicable federal and state securities laws and regulations. If in the reasonable opinion of counsel for the Company, notwithstanding the opinion of counsel to a Holder to the contrary, if any, the proposed transfer of such Warrant Shares or the Warrant may not be effected without registration thereof under the Securities Act and such registration has not been accomplished, the Company shall, as promptly as practicable, so notify the Holder and the Holder shall not consummate the proposed transfer. (d) The Holder agrees to enter into a lock-up agreement with the underwriters of the initial public offering of the Company's common stock (the "IPO") pursuant to which Holder agrees not to sell the Warrant Shares for such period of time from and after the effective date of such public offering as may be requested by such underwriters; provided that the term of the lock-up agreement shall not exceed the term of similar lock-up agreements executed in favor of the underwriter by the senior officers of the Company.

RESTRICTIONS ON PURCHASED SHARES. (a) Each certificate for Purchased Shares initially issued upon the exercise of the Warrants, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CONDITIONS SPECIFIED IN A CERTAIN WARRANT AGREEMENT DATED DECEMBER 23FEBRUARY 1, 19971996. NO TRANSFER, SALE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL REGISTERED OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO IT, THAT THE TRANSACTION IS EXEMPT FROM REGISTRATION, AND UNTIL SUCH CONDITIONS AS ARE CONTAINED IN THE WARRANT AGREEMENT HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AT THE OFFICES OF CUMETRIXA.G.S. STATIONERY, INC. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT." If the Purchased Shares are no longer subject to the transfer restrictions imposed by applicable state and Federal securities law because either (Ii) the Purchased Shares or the resale of the Purchased Shares has been registered on a registration statement declared effective by the Commission, or (ii) in the reasonable opinion of counsel for the Company, or the opinion of counsel for Holder, which opinion is reasonably satisfactory to counsel for the Company, all future dispositions of any of the Purchased Shares by the contemplated transferee would be exempt from or would satisfy the registration and prospectus delivery requirements of the Securities Act and the qualification requirements of the applicable state securities laws, then the restrictions on transfer of such securities contained in this Section 5(a) shall not apply to any subsequent transfer thereof and the Company shall, promptly upon request by Holder, remove the legend set forth above and shall promptly issue, in exchange for the certificate bearing such legend, a certificate without such legend to Holder. (b) HOLDER AGREES THAT THE WARRANT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED EXCEPT (Ii) TO ITS SUCCESSORS IN A MERGER OR CONSOLIDATION OR OTHER BUSINESS COMBINATION; (ii) TO PURCHASERS OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; OR (iii) BY OPERATION OF LAW. HOLDER FURTHER AGREES THAT THE COMPANY SHALL HAVE NO OBLIGATION TO EFFECT ANY TRANSFER OF THE WARRANTS DURING THE TIME PERIOD REFERRED TO ABOVE, UNLESS THE TRANSFEREE, PURCHASER, ASSIGNEE OR PLEDGEE, AS THE CASE MAY BE, SHALL HAVE EXECUTED AN AGREEMENT OBLIGATING THE TRANSFEREE TO COMPLY WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT APPLICABLE TO THE TRANSFEROR. (c) Prior to any exercise of the Warrants or any transfer or attempted transfer of any of the Warrants or Warrant Shares, the Holder shall give the Company written notice of Holder's intention so to do, describing briefly the manner of any such proposed exercise, sale or transfer. The Holder may effect such exercise or transfer, provided that such exercise or transfer is not prohibited by this Section 5 and such exercise or transfer complies with all applicable federal and state securities laws and regulations. If in the reasonable opinion of counsel for the Company, notwithstanding the opinion of counsel to a Holder to the contrary, if any, the proposed transfer of such Warrant Shares or the Warrant may not be effected without registration thereof under the Securities Act and such registration has not been accomplished, the Company shall, as promptly as practicable, so notify the Holder and the Holder shall not consummate the proposed transfer. (d) The Holder agrees to enter into a lock-up agreement with the underwriters of the initial public offering of the Company's common stock (the "IPO") pursuant to which Holder agrees not to sell the Warrant Shares for such period of time from and after the effective date of such public offering as may be requested by such underwriters; provided that the term of the lock-up agreement shall not exceed the term of similar lock-up agreements executed in favor of the underwriter by the senior officers of the Company.